Regular Severance Benefits. Subject to Section 13, if the Company terminates Executive’s employment (i) other than for Cause and (ii) not during the Protected Period, Executive shall receive the following compensation and benefits from the Company:
A. Within 15 days of the expiration of the sixty-day period following the termination of Executive’s employment with the Company (during which time Executive complies with the requirements of Section 13 hereof by executing a general release), the Company shall pay to Executive in a lump sum, in cash, an amount equal to one times the sum of Executive’s (i) Termination Base Salary and (ii) Target AICP.
B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, all restricted shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall lapse as of the lapse of such sixty-day period, and the Company shall promptly deliver such shares to Executive.
C. For the 24-month period following the termination of Executive’s employment with the Company, the Company shall continue to provide Executive and Executive’s eligible family members with medical and dental health benefits and disability benefits coverage at least equal to those which would have been provided to Executive if Executive’s employment had not been terminated or, if more favorable to Executive, as in effect generally at any time during such period. The medical and dental health benefits coverage shall be provided at full cost to the Executive during the applicable period, and the disability benefits coverage shall be provided based upon the cost sharing arrangement between the Company and similarly situated active employees. The Company shall also provide Executive with a lump sum payment within 15 days following the expiration of each of the four, sixth-month periods following termination of Executive’s employment with the Company in such amount that, after all taxes on that amount, shall be equal to the full cost, reduced by the cost sharing applicable to active employees, of providing Executive and Executive’s eligible family members with medical and dental health benefits coverage during each such preceding six-month period. Notwithstanding the foregoing, such benefits coverage shall not continue beyond the first sixty days following termination of Executive’s employment with the Company, and the lump sum payments shall not be paid, unless Executive complies with the requirements of Section 13 hereof by exe...
Regular Severance Benefits. (a) Subject to Section 7 below, you shall be entitled to regular severance benefits under Section 6(c) below if: (1) ProQuest Company terminates your employment without Cause or you resign for Good Reason at any time before a Change of Control of the Company or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change, and (2) you are not entitled to enhanced severance benefits under Section 5. Under no circumstances shall you receive severance benefits under both Section 5 and Section 6 of this Agreement.
(b) You will be considered to be entitled to enhanced severance benefits under Section 5 above if your employment is involuntarily terminated by ProQuest Company without Cause or you resign for Good Reason prior to such date, and such termination of employment or change in the terms of your employment occurs within the 60 day period prior to a definitive purchase agreement that results in a Change of Control of the Company.
(c) The severance benefits payable under Section 6(a) shall be the same in all respects as under Section 5(a) and 5(b) above, except that: (i) 100% shall be used in lieu of 150% in Section 5(a), and (ii) the period of continued participation in medical, dental and vision plans described in Section 5(b) shall be twelve months instead of eighteen months.
(d) Your rights to regular severance benefits as set forth in Section 6(a) shall continue to apply after the Termination Date and for the remainder of your employment with ProQuest Company.
Regular Severance Benefits. If during the Term, (w) the Bank terminates Executive’s employment other than for Cause, (x) Executive’s employment terminates by reason of his Resignation for Good Reason, (y) Executive’s employment with the Bank terminates due to Executive’s death or Disability, or (z) Executive’s employment with the Bank terminates pursuant to Section 4(d), in each case of clauses (w), (x) and (z) at a time that Executive is otherwise willing and able to continue in employment, then, in addition to the Accrued Compensation, Executive shall, subject to Section 5(b)(v) and Section 12 below, be entitled to receive the payments and benefits set forth in this Section 5(b), which shall be paid to Executive as follows:
(i) The Bank shall pay Executive an amount (the “Pro Rata Bonus”) equal to the product of (A) the Incentive Bonus, if any, that Executive would have earned for the calendar year in which the Executive’s Date of Termination occurs based on achievement, through the Executive’s Date of Termination, of the applicable performance goals for such year as determined by the Bank and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Bank during the year of termination and the denominator of which is the number of days in such year, in a lump sum in cash payable within sixty (60) days following the Executive’s Date of Termination, provided, that if such sixty (60) day period begins in one taxable year and ends in the subsequent taxable year, then such payment shall not occur before the first day in the second of such two taxable years.
(ii) The Bank shall pay Executive in a lump sum in cash in the amount (the “Severance Amount”) of the greater of (A) $1,500,000.00 or (B) the product of (I) two, multiplied by (II) Executive’s then-current Base Salary. The Severance Amount shall be payable within sixty (60) days following the Executive’s Date of Termination, provided, that if such sixty (60) day period begins in one taxable year and ends in the subsequent taxable year, then such payment shall not occur before the first day in the second of such two taxable years.
(iii) The Bank shall pay Executive a lump sum in cash in the amount of the product of (A) eighteen (18), multiplied by (B) the full monthly cost of premiums Executive would pay in the first calendar month immediately following the calendar month that includes the Executive’s Date of Termination if Executive timely elected to continue coverage at the level in effect immedi...
Regular Severance Benefits. (a) Subject to Section 7 below, you shall be entitled to regular severance benefits under Section 6(c) below if: (1) either (A) ProQuest Company terminates your employment without Cause or you resign for Good Reason at any time before a Change of Control of the Company or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change, or (B) you decline an offer of employment with the successor to ProQuest Company for any or no reason on or within 30 days after a Change of Control of the Company by providing written notice to ProQuest Company’s Chief Executive Officer and (2) you are not entitled to enhanced severance benefits under Section 5. Under no circumstances shall you receive severance benefits under both Section 5 and Section 6 of this Agreement.
(b) You will be considered to be entitled to enhanced severance benefits under Section 5 above if your employment is involuntarily terminated by ProQuest Company without Cause, or you resign for Good Reason prior to such date, and such termination of employment or change in the terms of your employment occurs within the 60 day period prior to a definitive purchase agreement that results in a Change of Control of the Company.
(c) The severance benefits payable under Section 6(a) shall be the same in all respects as under Section 5(a), 5(b) and 5(c) above, except that: (i) 100% shall be used in lieu of 150% in Section 5(a), and (ii) the period of continued participation in medical, dental and vision plans described in Section 5(b) shall be twelve months instead of eighteen months.
(d) Your rights to regular severance benefits as set forth in Section 6(a) shall continue to apply after the Termination Date and for the remainder of your employment with ProQuest Company.
Regular Severance Benefits. In the event that during the Term of Employment Executive should incur a Severance Payment Event at a time when he is serving as the President, then in addition to the Minimum Payments under Section 4.1(a), above, the Company shall pay to Executive as additional compensation (the “Severance Payment”), an amount equal to fifty thousand dollars ($50,000), net of applicable taxes and other withholdings, within sixty (60) days following the Termination Date.
Regular Severance Benefits. If Executive's employment terminates prior to a Change of Control (other than a termination due to Executive's death or disability, for Cause, or due to Executive's voluntary resignation), DVI shall pay severance benefits to Executive for the two-year period following Executive's termination of employment (subject to Section 7 and provided that Executive signs a release as provided in Section 6). Such severance benefits shall be in an annual amount equal to Executive's annual salary rate in effect on the date of termination plus the average of the last two annual bonuses awarded to Executive prior to termination. Such severance benefits shall be paid in substantially equal periodic payments in accordance with the then current payroll practices of DVI.
Regular Severance Benefits. Subject to Section 13, if the Company terminates Executive's employment (i) other than for Cause and (ii) not during the Protected Period, Executive shall receive the following compensation and benefits from the Company:
Regular Severance Benefits. Subject to Section 13, if the Company terminates Executive’s employment other than for Cause and not during the Protected Period, Executive shall receive the following compensation and benefits from the Company:
(A) Within 15 days of the expiration of the Release Period (as defined in Section 13), the Company shall pay to Executive in a lump sum, in cash, an amount equal to one times the sum of Executive’s (i) Termination Base Salary and (ii) Target AICP.
(B) Notwithstanding anything in any Company stock plan or grant agreement to the contrary, all restricted shares, restricted stock units, phantom stock units or any other equity based award of Executive shall, to the extent such awards would have vested in accordance with their terms had Executive remained employed for the 12-month period following the Date of Termination, become vested and restrictions thereon shall lapse as of the expiration of the Release Period, and the Company shall promptly deliver such shares to Executive.
Regular Severance Benefits. Subject to Section 13, if the Company terminates Executive's employment other than for Cause and not during the Protected Period, Executive shall receive the following compensation and benefits from the Company: (A) Within 15 days of the expiration of the Release Period (as defined in Section 13), the Company shall pay to Executive in a lump sum, in cash, an amount equal to one times the sum of Executive's (i) Termination Base Salary and (ii) Target AICP.
Regular Severance Benefits. (a) Subject to Section 7 below, you shall be entitled to regular severance benefits under Section 6(c) below if: (1) ProQuest Company and ProQuest Information & Learning Company terminate your employment without Cause or you resign for Good Reason at any time before the earlier of a Change of Control of the Company, a Sale of the ProQuest I&L Business or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change, and (2) you are not entitled to enhanced severance benefits under Section 5. Under no circumstances shall you receive severance benefits under both Section 5 and Section 6 of this Agreement.
(b) You will be considered to be entitled to enhanced severance benefits under Section 5 above if your employment is involuntarily terminated by ProQuest Company or ProQuest Information & Learning Company without Cause or you resign for Good Reason prior to such date, and such termination of employment or change in the terms of your employment occurs within a 60 day period prior to a definitive purchase agreement that results in either a Change of Control of the Company or a Sale of the ProQuest I&L Business.
(c) The severance benefits payable under Section 6(a) shall be the same in all respects as under Section 5(a) and 5(b) above, except that: (i) 100% shall be used in lieu of 200% in Section 5(a), and (ii) the period of continued participation in medical, dental and vision plans described in Section 5(b) shall be one year instead of two years.
(d) Your rights to regular severance benefits as set forth in Section 6(a) shall continue to apply after the Termination Date and for the remainder of your employment with ProQuest Information and Learning Company.
