Post-Termination Payments and Benefits. Upon the termination of Employee’s employment with Verso Paper for any reason, in consideration of Employee’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4), and provided that Employee complies with all such obligations, Verso Paper shall provide post-termination payments and benefits to Employee as follows: (a) During the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee shall so notify Verso Paper in writing, describing in reasonable detail the efforts Employee has made to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and reasonable verification of the information contained in such notice, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment, less applicable tax and other withholdings, for each month (or prorated for periods less than a month) of such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain it. (b) Verso Paper shall pay to Employee an amount equal to the sum of the incentive awards, if any, payable to Employee under the Verso Paper Incentive Plan (the “Incentive Plan”) for (i) the year immediately preceding the year in which termination of employment occurred, to the extent not previously paid to Employee, and (ii) the year in which such termination occurred, prorated for the period of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measures, if any, during the year. Verso Paper shall make the Incentive Payment to Employee at the same time that it makes other incentive payments under the Incentive Plan to the employees of Verso Paper. (c) Verso Paper shall (i) continue Employee’s coverage of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employee’s termination of
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Samples: Confidentiality and Non Competition Agreement, Confidentiality and Non Competition Agreement (Verso Paper Corp.), Confidentiality and Non Competition Agreement (Verso Paper Corp.)
Post-Termination Payments and Benefits. Upon (a) Either Party can terminate this Agreement and the employment relationship between the Parties at any time and for any or no reason. The Company may terminate this Agreement and the Executive’s employment without “Cause,” (as defined below) upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such notice period and the Company may accelerate the effective date of Executive’s termination; provided, however, the Company may terminate Executive’s employment immediately without any prior notice in the event of “Cause” or Executive’s death. The Executive may terminate this Agreement and the Executive’s employment with “Good Reason” (as defined below) within the timeframes set forth in the definition of Good Reason below, or without Good Reason upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such thirty (30) day notice period and the Company may accelerate the effective date of Executive’s termination.
(b) Executive (or his estate) shall not be eligible for any severance payments or benefits from the Company subsequent to the termination of Employeehis employment if Executive voluntarily resigns other than for Good Reason, dies, is terminated by the Company for Cause or incurs a Disability (as defined below) other than (i) any Base Salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which the Executive is entitled to be reimbursed pursuant to Section 5 above, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company or the Partnership, including, but not limited to, the Restricted Units and any LTIP participation, (v) any bonus or other incentive (or portion thereof) for any preceding completed FY that has been awarded by the company to the Executive, but has not been received prior to the date of termination and (vi) accrued but unused vacation, to the extent Executive is eligible in accordance with Company policy (together, the “Accrued Obligations”). The Accrued Obligations shall be paid as soon as practicable after the date of termination.
(c) In addition to the Accrued Obligations, following the earlier of (i) completion of five (5) months of employment with the Company, or (ii) move of the Executive’s primary residence to Pennsylvania, if the Executive’s employment with Verso Paper is terminated by the Company without “Cause” (including a termination by the Company without “Cause” following a Change in Control as defined in Section 3(e)) or by the Executive for any reason, in consideration of Employee’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4)Good Reason, and provided that Employee Executive complies with all Section 6(g) below (Release), Executive shall be entitled to Severance Benefits, which shall consist of: (A) payment of Executive’s Base Salary for a period of twelve (12) months (“Severance Period”) following the effective date of Executive’s termination (“Severance Pay”), to be paid in equal installments in accordance with the normal payroll practices of the Company, commencing on the Company’s first payroll date following the expiration of the revocation period (without Executive having exercised his revocation right in such obligationsperiod) set forth in the Severance Agreement and General Release and Waiver of Claims referenced in Section 6(g), Verso Paper and the first payment will include any amounts not yet paid between the date of termination and the date of the first payment and (B) a pro-rata Bonus for the FY of the Company in which such termination occurs, if any, determined by the Company and subject to the restrictions as set forth in Section 3(b)(i), which shall provide post-be paid at the same time that annual incentive cash bonuses are paid to other executives of the Company, but in no event later than March 15 of the FY following the FY in which the date of termination payments and benefits to Employee as followsoccurs.
(d) For purposes of this Section 6, “Cause,” shall mean the Company’s determination that Executive engaged in one or more of the following:
(ai) During Executive’s willful misconduct or gross negligence in the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee performance of his duties which materially adversely affects the reputation or business activities of the Company or the Partnership; provided that the Company shall so notify Verso Paper in writing, give the Executive written notice of any such commission describing in reasonable detail the efforts Employee has made circumstances constituting Cause and the Executive shall have thirty (30) days following such notice to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and cure any commission (if susceptible to cure) to the reasonable verification satisfaction of the information contained in such noticeBoard;
(ii) Executive’s conviction of a felony (other than traffic offenses) or conviction of any crime involving fraud, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect embezzlement, theft, or moral turpitude, that, in the month immediately preceding reasonable opinion of the termination Board, renders the Executive’s continued employment damaging or detrimental to the Company and/or Partnership or potentially damaging or detrimental to the Company and/or Partnership; or
(iii) Executive’s willful and repeated failure to perform lawful directives of his employment, less applicable tax the Board; provided that the Company shall give the Executive written notice of any such failure describing in reasonable detail the circumstances constituting Cause and other withholdings, for each month the Executive shall have thirty (or prorated for periods less than a month30) of days following such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts notice to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain itcure any failure.
(be) Verso Paper shall pay to Employee an amount equal to For purposes of this Agreement, “Good Reason” means the sum occurrence of one or more of the incentive awardsfollowing without the Executive’s consent, if any, payable to Employee under the Verso Paper Incentive Plan (the “Incentive Plan”) for (i) the year immediately preceding the year in which termination of employment occurred, to the extent not previously paid to Employee, and (ii) the year in which such termination occurred, prorated for the period other than on account of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) EmployeeExecutive’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measures, if any, during the year. Verso Paper shall make the Incentive Payment to Employee at the same time that it makes other incentive payments under the Incentive Plan to the employees of Verso Paper.
(c) Verso Paper shall (i) continue Employee’s coverage of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employee’s termination ofDisability:
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Post-Termination Payments and Benefits. Upon (a) Either Party can terminate this Agreement and the termination employment relationship between the Parties at any time and for any or no reason. The Company may terminate this Agreement and the Executive’s employment without “Cause” (as defined below) upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such notice period and the Company may accelerate the effective date of EmployeeExecutive’s termination; provided, however, the Company may terminate Executive’s employment immediately without any prior notice in the event of “Cause” or Executive’s death. The Executive may terminate this Agreement and the Executive’s employment with Verso Paper for any reason“Good Reason” (as defined below) within the timeframes set forth in the definition of Good Reason below, or without Good Reason upon thirty (30) days’ written notice, which the Company may waive, in consideration its sole discretion, by paying Executive his Base Salary for such thirty (30) day notice period and the Company may accelerate the effective date of EmployeeExecutive’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4), and provided that Employee complies with all such obligations, Verso Paper shall provide post-termination payments and benefits to Employee as follows:
(a) During the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee shall so notify Verso Paper in writing, describing in reasonable detail the efforts Employee has made to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and reasonable verification of the information contained in such notice, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment, less applicable tax and other withholdings, for each month (or prorated for periods less than a month) of such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain ittermination.
(b) Verso Paper Executive (or his estate) shall pay to Employee an amount equal not be eligible for any severance payments or benefits from the Company subsequent to the sum termination of his employment if Executive voluntarily resigns other than for Good Reason, dies, is terminated by the incentive awards, if any, payable to Employee under the Verso Paper Incentive Plan Company for Cause or incurs a Disability (the “Incentive Plan”as defined below) for other than: (i) any Base Salary for days actually worked through the year immediately date of termination; (ii) reimbursement of all expenses for which the Executive is entitled to be reimbursed pursuant to Section 5 above, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company or the Partnership, including, but not limited to, any LTIP participation; (v) any bonus or other incentive (or portion thereof) for any preceding completed FY that has been awarded by the year in which termination Company to the Executive, but has not been received prior to the date of employment occurredtermination; and (vi) accrued but unused vacation, to the extent Executive is eligible in accordance with Company policy (together, the “Accrued Obligations”). The Accrued Obligations shall be paid as soon as practicable after the date of termination.
(c) In addition to the Accrued Obligations, if the Executive’s employment is terminated by the Company without “Cause” (including a termination by the Company without “Cause” following a Change in Control as defined in Section 3(d)) or by the Executive for Good Reason, and provided that Executive complies with Section 6(g) below (Release), Executive shall be entitled to Severance Benefits, which shall consist of: (i) payment of Executive’s Base Salary for a period of twelve (12) months (“Severance Period”) following the effective date of Executive’s termination, to be paid in equal installments in accordance with the normal payroll practices of the Company, commencing on the Company’s first payroll date following the expiration of the revocation period (without Executive having exercised his revocation right in such period) set forth in the Severance Agreement and General Release and Waiver of Claims referenced in Section 6(g), and the first payment will include any amounts not previously yet paid to Employeebetween the date of termination and the date of the first payment, and (ii) a pro-rata Bonus for the year FY of the Company in which such termination occurred, prorated for the period of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measuresoccurs, if any, during determined by the year. Verso Paper Company and subject to the restrictions as set forth in Section 3(b)(i), which shall make the Incentive Payment to Employee be paid at the same time that it makes annual incentive cash bonuses are paid to other incentive payments under executives of the Incentive Plan to Company, but in no event later than March 15 of the employees FY following the FY in which the date of Verso Papertermination occurs.
(cd) Verso Paper For purposes of this Section 6, “Cause” shall (i) continue Employeemean the Company’s coverage determination that Executive engaged in one or more of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employee’s termination offollowing:
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Post-Termination Payments and Benefits. Upon (a) Either Party can terminate this Agreement and the employment relationship between the Parties at any time and for any or no reason. The Company may terminate this Agreement and the Executive’s employment without “Cause,” (as defined below) upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such notice period and the Company may accelerate the effective date of Executive’s termination; provided, however, the Company may terminate Executive’s employment immediately without any prior notice in the event of “Cause” or Executive’s death. The Executive may terminate this Agreement and the Executive’s employment with “Good Reason” (as defined below) within the timeframes set forth in the definition of Good Reason below, or without Good Reason upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such thirty (30) day notice period and the Company may accelerate the effective date of Executive’s termination.
(b) Executive (or his estate) shall not be eligible for any severance payments or benefits from the Company subsequent to the termination of Employeehis employment if Executive voluntarily resigns other than for Good Reason, dies, is terminated by the Company for Cause or incurs a Disability (as defined below) other than (i) any Base Salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which the Executive is entitled to be reimbursed pursuant to Section 5 above, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company or the Partnership, including, but not limited to, the Restricted Units and any LTIP participation, (v) any bonus or other incentive (or portion thereof) for any preceding completed FY that has been awarded by the company to the Executive, but has not been received prior to the date of termination and (vi) accrued but unused vacation, to the extent Executive is eligible in accordance with Company policy (together, the “Accrued Obligations”). The Accrued Obligations shall be paid as soon as practicable after the date of termination.
(c) In addition to the Accrued Obligations, if the Executive’s employment with Verso Paper is terminated by the Company without “Cause” or by the Executive for any reason, in consideration of Employee’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4)Good Reason, and provided that Employee Executive complies with all Section 6(g) below (Release), Executive shall be entitled to Severance Benefits, which shall consist of: (A) payment of Executive’s Base Salary for a period of twelve (12) months (“Severance Period”) following the effective date of Executive’s termination (“Severance Pay”), to be paid in equal installments in accordance with the normal payroll practices of the Company, commencing within sixty (60) days following the date of termination and the first payment will include any amounts not yet paid between the date of termination and the date of the first payment and (B) a pro-rata Bonus for the FY of the Company in which such obligationstermination occurs, Verso Paper if any, determined by the Company and subject to the restrictions as set forth in Section 3(b)(i), which shall provide post-be paid at the same time that annual incentive cash bonuses are paid to other executives of the Company, but in no event later than March 15 of the FY following the FY in which the date of termination payments and benefits to Employee as followsoccurs.
(d) For purposes of this Section 6, “Cause,” shall mean the Company’s determination that Executive engaged in one or more of the following:
(ai) During Executive’s willful misconduct or gross negligence in the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee performance of his duties which materially adversely affects the reputation or business activities of the Company or the Partnership; provided that the Company shall so notify Verso Paper in writing, give the Executive notice of any such commission describing in reasonable detail the efforts Employee has made circumstances constituting Cause and the Executive shall have thirty (30) days following such notice to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and cure any commission (if susceptible to cure) to the reasonable verification satisfaction of the information contained in such noticeBoard;
(ii) Executive’s conviction of a felony (other than traffic offenses) or conviction of any crime involving fraud, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect embezzlement, theft, or moral turpitude, that, in the month immediately preceding reasonable opinion of the termination Board, renders the Executive’s continued employment damaging or detrimental to the Company and/or Partnership or potentially damaging or detrimental to the Company and/or Partnership; or
(iii) Executive’s willful and repeated failure to perform lawful directives of his employment, less applicable tax the Board; provided that the Company shall give the Executive notice of any such failure describing in reasonable detail the circumstances constituting Cause and other withholdings, for each month the Executive shall have thirty (or prorated for periods less than a month30) of days following such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts notice to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain itcure any failure.
(be) Verso Paper shall pay to Employee an amount equal to For purposes of this Agreement, “Good Reason” means the sum occurrence of one or more of the incentive awardsfollowing without the Executive’s consent, if any, payable to Employee under the Verso Paper Incentive Plan (the “Incentive Plan”) for (i) the year immediately preceding the year in which termination of employment occurred, to the extent not previously paid to Employee, and (ii) the year in which such termination occurred, prorated for the period other than on account of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) EmployeeExecutive’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measures, if any, during the year. Verso Paper shall make the Incentive Payment to Employee at the same time that it makes other incentive payments under the Incentive Plan to the employees of Verso Paper.
(c) Verso Paper shall (i) continue Employee’s coverage of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employee’s termination ofDisability:
Appears in 1 contract
Post-Termination Payments and Benefits. Upon the termination of Employee’s employment with Verso Paper for any reason, in consideration of Employee’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4), and provided that Employee complies with all such obligations, Verso Paper shall provide post-termination payments and benefits to Employee as follows:
(a) During the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee shall so notify Verso Paper in writing, describing in reasonable detail the efforts Employee has made to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and reasonable verification of the information contained in such notice, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment, less applicable tax and other withholdings, for each month (or prorated for periods less than a month) of such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain it.
(b) Verso Paper shall pay to Employee an amount equal to the sum of the incentive awards, if any, payable to Employee under the Verso Paper Incentive Plan (the “Incentive Plan”) for (i) the year immediately preceding the year in which termination of employment occurred, to the extent not previously paid to Employee, and (ii) the year in which such termination occurred, prorated for the period of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measures, if any, during the year. Verso Paper shall make the Incentive Payment to Employee at the same time that it makes other incentive payments under the Incentive Plan to the employees of Verso Paper.
(c) Verso Paper shall (i) continue Employee’s coverage of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employee’s termination ofof employment with Verso Paper, in accordance with and subject to the terms and conditions set forth in the attached Exhibit A, and (ii) contribute on Employee’s behalf an amount equal to his Lost Retirement Benefits (as defined below) to the Verso Paper Deferred Compensation Plan. As used in this Agreement, the term “Lost Retirement Benefits” shall mean the projected value of employer contributions under the Verso Paper Retirement Savings Plan, the Verso Paper Deferred Compensation Plan, and the Verso Paper Supplemental Salaried Retirement Savings Plan (collectively, the “Plans”) that Employee would have received had he remained actively employed with Verso Paper during the twenty-four (24) months following Employee’s termination of employment with Verso Paper. The determination of the Lost Retirement Benefits shall be made by Verso Paper, in its sole and absolute discretion, and shall be based on (i) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumption that Employee’s salary deferrals during such twenty-four (24) month period are in such amounts as would produce the maximum possible matching contribution by Verso Paper under the Plans. Verso Paper shall contribute on Employee’s behalf the value of his Lost Retirement Benefits to the Verso Paper Deferred Compensation Plan in a lump sum payment as soon as reasonably practicable after the determination of the Lost Retirement Benefits is made.
Appears in 1 contract
Samples: Confidentiality and Non Competition Agreement (Verso Paper Corp.)
Post-Termination Payments and Benefits. Upon (a) Either Party can terminate this Agreement and the termination employment relationship between the Parties at any time and for any or no reason. The Company may terminate this Agreement and the Executive’s employment without “Cause” (as defined below) upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such notice period and the Company may accelerate the effective date of EmployeeExecutive’s termination; provided, however, the Company may terminate Executive’s employment immediately without any prior notice in the event of “Cause” or Executive’s death. The Executive may terminate this Agreement and the Executive’s employment with Verso Paper for any reason“Good Reason” (as defined below) within the timeframes set forth in the definition of Good Reason below, or without Good Reason upon thirty (30) days’ written notice, which the Company may waive, in consideration its sole discretion, by paying Executive his Base Salary for such thirty (30) day notice period and the Company may accelerate the effective date of EmployeeExecutive’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4), and provided that Employee complies with all such obligations, Verso Paper shall provide post-termination payments and benefits to Employee as follows:
(a) During the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee shall so notify Verso Paper in writing, describing in reasonable detail the efforts Employee has made to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and reasonable verification of the information contained in such notice, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment, less applicable tax and other withholdings, for each month (or prorated for periods less than a month) of such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain ittermination.
(b) Verso Paper Executive (or his estate) shall pay to Employee an amount equal not be eligible for any severance payments or benefits from the Company subsequent to the sum termination of his employment if Executive voluntarily resigns other than for Good Reason, dies, is terminated by the incentive awards, if any, payable to Employee under the Verso Paper Incentive Plan Company for Cause or incurs a Disability (the “Incentive Plan”as defined below) for other than: (i) any Base Salary for days actually worked through the year immediately preceding the year in which termination date of employment occurred, to the extent not previously paid to Employee, and termination; (ii) reimbursement of all expenses for which the year Executive is entitled to be reimbursed pursuant to Section 5 above, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans programs in which accordance with the terms of such termination occurredplans and programs, prorated as accrued through the date of termination; (iv) vested but unissued equity in the Company or the Partnership, including, but not limited to, any LTIP participation; (v) any bonus or other incentive (or portion thereof) for the period of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings any preceding completed FY (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, andor, with respect to the year Retention Bonus, any preceding completed quarter) that has been awarded by the Company to the Executive, but has not been received prior to the date of termination; and (vi) accrued but unused vacation, to the extent Executive is eligible in which termination occurredaccordance with Company policy (together, the “Accrued Obligations”). The Accrued Obligations shall be based on paid as soon as practicable after the date of termination.
(ic) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative In addition to the Incentive Plan Accrued Obligations, if the Executive’s employment is terminated by the Company without “Cause” (including a termination by the Company without “Cause” following a Change in Control as defined in Section 3(e)) or by the Executive for Good Reason, and provided that Executive complies with Section 6(g) below (Release), Executive shall be entitled to Severance Benefits, which shall consist of: (A) Employee was employed by Verso Paper during payment of Executive’s Base Salary for a period of twelve (12) months (“Severance Period”) following the entire year effective date of Executive’s termination (“Severance Pay”), to be paid in equal installments in accordance with the normal payroll practices of the Company, commencing on the Company’s first payroll date following the expiration of the revocation period (without Executive having exercised his revocation right in such period) set forth in the Severance Agreement and is otherwise eligible General Release and qualified to receive Waiver of Claims referenced in Section 6(g), and the Incentive Paymentfirst payment will include any amounts not yet paid between the date of termination and the date of the first payment, and (B) Employee’s monthly base salary remained in effect and was not changed during a pro-rata Bonus for the remainder FY of the year, and (C) Employee achieved all of his individual performance measuresCompany in which such termination occurs, if any, during determined by the year. Verso Paper Company and subject to the restrictions as set forth in Section 3(b)(i), which shall make the Incentive Payment to Employee be paid at the same time that it makes annual incentive cash bonuses are paid to other incentive payments under executives of the Incentive Plan to Company, but in no event later than March 15 of the employees FY following the FY in which the date of Verso Papertermination occurs.
(cd) Verso Paper For purposes of this Section 6, “Cause” shall (i) continue Employeemean the Company’s coverage determination that Executive engaged in one or more of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employee’s termination offollowing:
Appears in 1 contract
Post-Termination Payments and Benefits. Upon (a) Either Party can terminate the employment relationship between the Parties at any time and for any or no reason.
(b) If Executive dies or incurs a Disability (as defined below), Executive (or her estate) shall not be eligible for any severance payments or benefits from the Company subsequent to the termination of Employeeher employment other than, as applicable: (i) any Base Salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 5 above, but for which she has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company or the Partnership, including, but not limited to, any LTIP participation; (v) any bonus or other incentive (or portion thereof) for any preceding completed FY (or, with respect to the Retention Bonus, any preceding completed quarter) that has been awarded by the Company to Executive, but has not been received prior to the date of termination; and (vi) accrued but unused vacation, to the extent Executive is eligible in accordance with Company policy (together, the “Accrued Obligations”). The Accrued Obligations shall be paid as soon as practicable after the date of termination.
(c) In addition to the Accrued Obligations, if Executive’s employment with Verso Paper is terminated by the Company or by Executive for any reason, reason other than as set forth in consideration of Employee’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4Section 7(b), and provided that Employee Executive complies with all such obligationsSection 7(e) below (Release), Verso Paper Executive shall provide post-termination payments and benefits be entitled to Employee as follows:
(a) During the Non-Compete PeriodSeverance Benefits, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee which shall so notify Verso Paper in writing, describing in reasonable detail the efforts Employee has made to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and reasonable verification of the information contained in such notice, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment, less applicable tax and other withholdings, for each month (or prorated for periods less than a month) of such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain it.
(b) Verso Paper shall pay to Employee an amount equal to the sum of the incentive awards, if any, payable to Employee under the Verso Paper Incentive Plan (the “Incentive Plan”) for consist of: (i) payment of Executive’s Base Salary for a period of twelve (12) months (“Severance Period”) following the year immediately preceding the year in which effective date of Executive’s termination of employment occurred(“Severance Pay”), to be paid in equal installments in accordance with the extent normal payroll practices of the Company, commencing on the Company’s first payroll date following the expiration of the revocation period (without Executive having exercised her revocation right in such period) set forth in the Severance Agreement and General Release and Waiver of Claims referenced in Section 7(e), and the first payment will include any amounts not previously yet paid to Employeebetween the date of termination and the date of the first payment, and (ii) a pro-rata Bonus for the year FY of the Company in which such termination occurred, prorated for the period of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measuresoccurs, if any, during determined by the year. Verso Paper Company and subject to the restrictions as set forth in Section 3(b)(i), which shall make the Incentive Payment to Employee be paid at the same time that it makes annual incentive cash bonuses are paid to other incentive payments under executives of the Incentive Plan to Company, but in no event later than March 15 of the employees FY following the FY in which the date of Verso Papertermination occurs.
(cd) Verso Paper For purposes of this Agreement, “Disability” shall (i) continue Employeemean that Executive becomes eligible for benefits under the Company’s coverage disability plan or is determined by the Company, in good faith, to be unable to perform the essential functions of her position, regardless of the employment-related benefits described in Exhibit A reason, with or without a reasonable accommodation (which must be assessed first before determining that Executive has a Disability), for up to a total (whether consecutive or cumulative) of twenty-four six (2426) months following Employee’s termination ofweeks in any rolling fifty-two (52) week period by reason of an illness or injury, or in the event that the Company receives a medical or other certification that Executive will not be able to perform the essential functions of her position permanently or for the indefinite future.
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Post-Termination Payments and Benefits. Upon (a) Either Party can terminate this Agreement and the employment relationship between the Parties at any time and for any or no reason. The Company may terminate this Agreement and the Executive’s employment without “Cause,” (as defined below) upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such notice period and the Company may accelerate the effective date of Executive’s termination; provided, however, the Company may terminate Executive’s employment immediately without any prior notice in the event of “Cause” or Executive’s death. The Executive may terminate this Agreement and the Executive’s employment with “Good Reason” (as defined below) within the timeframes set forth in the definition of Good Reason below, or without Good Reason upon thirty (30) days’ written notice, which the Company may waive, in its sole discretion, by paying Executive his Base Salary for such thirty (30) day notice period and the Company may accelerate the effective date of Executive’s termination.
(b) Executive (or his estate) shall not be eligible for any severance, payments or benefits from the Company subsequent to the termination of Employeehis employment if Executive voluntarily resigns other than for Good Reason, dies, is terminated by the Company for Cause or incurs a Disability (as defined below) other than (i) any Base Salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which the Executive is entitled to be reimbursed pursuant to Section 5 above, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company or the Partnership, including, but not limited to, the Restricted Units and any LTIP participation, (v) any bonus or other incentive (or portion thereof) for any preceding completed FY that has been awarded by the company to the Executive, but has not been received prior to the date of termination and (vi) accrued but unused vacation, to the extent Executive is eligible in accordance with Company policy (together, the “Accrued Obligations”). The Accrued Obligations shall be paid as soon as practicable after the date of termination.
(c) In addition to the Accrued Obligations, if the Executive’s employment with Verso Paper is terminated by the Company without “Cause” or by the Executive for any reason, in consideration of Employee’s compliance with all his obligations under this Agreement (including, without limitation, his obligations under Sections 2, 3(c) and 4)Good Reason, and provided that Employee Executive complies with all Section 6(g) below (Release), Executive shall be entitled to Severance Benefits, which shall consist of: (A) payment of Executive’s Base Salary for a period of eighteen (18) months (“Severance Period”) following the effective date of Executive’s termination (“Severance Pay”), to be paid in equal installments in accordance with the normal payroll practices of the Company, commencing within sixty (60) days following the date of termination and the first payment will include any amounts not yet paid between the date of termination and the date of the first payment and (B) a pro-rata Bonus for the FY of the Company in which such obligationstermination occurs, Verso Paper if any, determined by the Company and subject to the restrictions as set forth in Section 3(b)(i), which shall provide post-be paid at the same time that annual incentive cash bonuses are paid to other executives of the Company, but in no event later than March 15 of the FY following the FY in which the date of termination payments and benefits to Employee as followsoccurs.
(d) For purposes of this Section 6, “Cause,” shall mean the Company’s determination that Executive engaged in one or more of the following:
(ai) During Executive’s willful misconduct or gross negligence in the Non-Compete Period, if Employee is unable, despite diligent search, to obtain employment consistent with Employee’s experience and education, Employee performance of his duties which materially adversely affects the reputation or business activities of the Company or the Partnership; provided that the Company shall so notify Verso Paper in writing, give the Executive notice of any such commission describing in reasonable detail the efforts Employee has made circumstances constituting Cause and the Executive shall have thirty (30) days following such notice to secure such employment that does not conflict with Employee’s non-compete obligations. Upon receipt and cure any commission (if susceptible to cure) to the reasonable verification satisfaction of the information contained in such notice, Verso Paper shall make monthly payments to Employee in an amount equal to Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment, less applicable tax and other withholdings, for each month (or prorated for periods less than a month) of such unemployment during the Non-Compete Period. Before the close of each month for which Employee seeks such payment, Employee shall advise Verso Paper in writing of Employee’s efforts to obtain non-competitive employment and shall certify that although Employee diligently sought such employment, Employee was unable to obtain itBoard;.
(bii) Verso Paper shall pay to Employee an amount equal Executive’s conviction of a felony (other than traffic offenses) or conviction of any crime involving fraud, embezzlement, theft, or moral turpitude, that, in the reasonable opinion of the Board, renders the Executive’s continued employment damaging or detrimental to the sum Company and/or Partnership or potentially damaging or detrimental to the Company and/or Partnership; or
(iii) Executive’s willful and repeated failure to perform lawful directives of the incentive awards, if any, payable Board; provided that the Company shall give the Executive notice of any such failure describing in reasonable detail the circumstances constituting Cause and the Executive shall have thirty (30) days following such notice to Employee under the Verso Paper Incentive Plan (the “Incentive Plan”) for (i) the year immediately preceding the year in which termination of employment occurred, to the extent not previously paid to Employee, and (ii) the year in which such termination occurred, prorated for the period of the year in which Employee was employed by Verso Paper, in each case less applicable tax and other withholdings (collectively, the “Incentive Payment”). The determination of the Incentive Payment shall be made by Verso Paper, in its sole and absolute discretion, and, with respect to the year in which termination occurred, shall be based on (i) Employee’s monthly base salary in effect in the month immediately preceding the termination of his employment and (ii) the assumptions relative to the Incentive Plan that (A) Employee was employed by Verso Paper during the entire year and is otherwise eligible and qualified to receive the Incentive Payment, (B) Employee’s monthly base salary remained in effect and was not changed during the remainder of the year, and (C) Employee achieved all of his individual performance measures, if any, during the year. Verso Paper shall make the Incentive Payment to Employee at the same time that it makes other incentive payments under the Incentive Plan to the employees of Verso Papercure any failure.
(ce) Verso Paper shall (i) continue Employee’s coverage For purposes of this Agreement, “Good Reason” means the occurrence of one or more of the employment-related benefits described in Exhibit A for up to twenty-four (24) months following Employeewithout the Executive’s termination ofconsent, other than on account of the Executive’s Disability:
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