Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), or 3(a)(v) (“Termination by Executive Without Good Reason”) above, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTO. (ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) above, (i) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his then current annual Base Salary, as provided in Section 2(a), (ii) Executive shall receive any and all Targeted Annual Bonus Awards that would be due and payable during the twelve (12) month period following the effective date of such termination absent such termination of employment, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, which shall be paid to Executive when paid to other similarly situated executives of the Company, (iii) Executive shall receive a continuation of the insurance benefits for Executive and his immediate family as applicable, in effect at termination, for twelve (12) months after the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of the Company, (iv) all unvested equity compensation granted after the date hereof and held by Executive in his capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and (v) Executive shall receive payment for accrued but unused PTO.
Appears in 4 contracts
Samples: Employment Agreement, Employment Agreement (TherapeuticsMD, Inc.), Employment Agreement (TherapeuticsMD, Inc.)
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) above, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level.
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) above, (ia) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during the twelve (12) month period following paid to Executive in a single lump sum, which is unpaid on the effective date of such termination absent such termination of employmentExecutive’s termination, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, and which shall be paid to Executive when paid to other similarly situated executives of the CompanyCompany in accordance with Section 2(b) hereof, (iiic) Executive shall receive receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and termination, (ve) Executive shall receive payment for accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) above, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (c) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (d) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) during the twelve (12) month period immediately following a Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall, for a period of eighteen (18) months following the effective date of such termination, continue to receive Executive’s then current annual Base Salary, as provided in Section 2(a), (b) Executive shall receive an amount equal to one and one half times (1.5x) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of eighteen (18) months thereafter for a total of eighteen (18) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (e) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
Appears in 3 contracts
Samples: Employment Agreement (TherapeuticsMD, Inc.), Employment Agreement (TherapeuticsMD, Inc.), Employment Agreement (TherapeuticsMD, Inc.)
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of ExecutiveEmployee’s employment and the Term pursuant to Sections 3(a)(i4(b)(i) (“Death”), 3(a)(ii4(b)(ii) (“Disability”), 3(a)(iii4(b)(iv) (“Termination Unilateral Decision by the Company for Good CauseEmployee”), or 3(a)(v4(b)(v) (“Termination by Executive Without Good ReasonCertain Acts”) above, Executive Employee shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTOAgreement.
(ii) In the event of the termination of ExecutiveEmployee’s employment and the Term pursuant to Sections 3(a)(ivSection 4(b)(iii) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good ReasonUnilateral Decision of Employer”) above, Employee shall (iA) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his then current annual Base Salary, as provided in Section 2(a), (ii) Executive shall receive any and all Targeted Annual Bonus Awards that would be due and payable during the twelve (12) month period following the effective date of such termination absent such termination of employment, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, which shall be paid to Executive when paid to other similarly situated executives of the Company, (iii) Executive shall receive a continuation of the insurance benefits for Executive and his immediate family as applicable, in effect at termination, for twelve (12) 18 months after the effective date of such the termination, continue to receive Employee’s base salary as provided in Section 3(a) above; (B) receive a pro rata portion of Employee’s annual cash bonus for the fiscal year in which the termination (or if continuation occurs to the extent earned under the Companythen applicable Executive Annual Cash Incentive Program, such amount to be calculated based on the amount that would have been paid for such full fiscal year in the absence of the termination multiplied by the fraction, the numerator of which is the number of days in such fiscal year prior to the effective date of the termination and the denominator of which is 360 and such amount to be paid in accordance with the provisions of such plan; (C) at Employer’s option, either (x) receive coverage under Employer’s medical plan to the extent provided for Employee pursuant to Section 3(d) above at the effective date of the termination, such benefits to be received over the period of 18 months after the effective date of the termination, or (y) receive reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period; and (D) have vested a pro rata portion of stock-based awards scheduled to vest in the fiscal year of the termination in an amount equal to the amount of such stock-based compensation vesting in such fiscal year multiplied by the fraction, the numerator of which is the number of days in such fiscal year prior to the effective date of the termination and the denominator of which is 360.
(iii) In the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) (“Change in Control”) above, Employee shall (A) for a period of 18 months after the effective date of the termination, continue to receive Employee’s then current plans is not allowedbase salary as provided in Section 3(a) above; (B) receive an amount equal to 150 percent of the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, then provision such amount to be paid and received over a period of 18 months after the effective date of the termination; (C) receive the car allowance for a period of 18 months after the effective date of the termination; and (D) at Employer’s option either (x) receive coverage under Employer’s medical plan to the extent provided for Employee pursuant to Section 3(d) above at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at effective date of the same premium cost to Executive which was paid by Executive at the time termination, such benefits were provided during to be received over a period of 18 months after the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives effective date of the Companytermination, or (ivy) receive reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period. In addition, all unvested equity stock-based compensation granted after the date hereof and held by Executive Employee in his capacity as an employee of the Company Employee on the effective date of the termination shall vest as of the effective date of such termination.
(iv) In the event of the termination of Employee’s employment pursuant to Sections 4(b)(i) (“Death”), 4(b)(ii) (“Disability”), 4(b)(iii) (“Unilateral Decision of Employer”), or 4(b)(vi) (“Change in Control”) above, Employee shall receive, for the fiscal year of the notice of termination, any earned bonus, on a pro-rated basis, based on the performance goals actually achieved for the fiscal year of the notice of termination, as determined in the sole discretion of the Board of Directors of Employer or a designated committee of the Board of Directors, at the time such bonuses are paid to other employees. All payments by Employer to Employee hereunder are subject to Employee executing Employer’s standard release of claims. Any payments made by Employer pursuant to this Section 4(c) shall be paid on a monthly basis beginning on the first payroll date following Employee’s Separation from Service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and (v) Executive not in a lump sum and shall be treated as a series of separate payments for purposes of Section 409A. Employee shall receive no additional compensation following any termination except as provided herein. In the event of any termination, Employee shall resign all positions (including positions on the Board of Directors) with Employer and its subsidiaries. If Employee is a “specified employee” within the meaning of Section 409A, then payments shall not commence until six months following Employee’s separation from service to the extent necessary to avoid the imposition of the additional 20% tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). Upon the date such payment would otherwise commence, Employer shall reimburse Employee for accrued but unused PTO.such payments, to the extent that such payments otherwise would have been paid by Employer had such payments commenced upon Employee’s termination of employment. Any remaining payments shall be provided by Employer in accordance with the schedule and procedures specified herein. This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent. Except as provided otherwise herein, no reimbursement payable to Employee pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of Employer shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.
Appears in 3 contracts
Samples: Employment Agreement (American Outdoor Brands, Inc.), Employment Agreement (American Outdoor Brands, Inc.), Employment Agreement (American Outdoor Brands Corp)
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) abovehereof, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination termination, unreimbursed business expenses, and accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level.
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) abovehereof, (ia) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during the twelve (12) month period following paid to Executive in a single lump sum, which is unpaid on the effective date of such termination absent such termination of employmentExecutive’s termination, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, and which shall be paid to Executive when paid to other similarly situated executives of the CompanyCompany in accordance with Section 2(b) hereof, (iiic) Executive shall receive receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, restricted stock, RSUs, performance shares or PSUs) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and termination, (ve) Executive shall receive payment for (1) Base Salary as shall have accrued and remained unpaid as of the date of termination, (2) unreimbursed business expenses, (3) accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for executives of the Company at the Chief level and above, and (4) any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof (the preceding clauses (e)(1), (e)(2), (e)(3) and (e)(4) collectively, the “Accrued Compensation”).
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) hereof, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, RSUs, performance shares or PSUs) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (c) Executive shall receive payment for the Accrued Compensation.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) hereof during the twelve (12) month period immediately following a Change in Control or otherwise in connection with such Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall, for a period of eighteen (18) months following the effective date of such termination, continue to receive Executive’s then current annual Base Salary, as provided in Section 2(a), (b) Executive shall receive an amount equal to one and one half times (1.5x) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of eighteen (18) months thereafter for a total of eighteen (18) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, RSUs, performance shares or PSUs) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (e) Executive shall receive payment for the Accrued Compensation.
Appears in 1 contract
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) above, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level.
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) above, (ia) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during the twelve (12) month period following paid to Executive in a single lump sum, which is unpaid on the effective date of such termination absent such termination of employmentExecutive’s termination, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, and which shall be paid to Executive when paid to other similarly situated executives of the CompanyCompany in accordance with Section 2(b) hereof, (iiic) Executive shall receive receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and termination, (ve) Executive shall receive payment for accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) above, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (c) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (d) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) during the twelve (12) month period immediately following a Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall, for a period of eighteen (18) months following the effective date of such termination, continue to receive Executive’s then current annual Base Salary, as provided in Section 2(a), (b) Executive shall receive an amount equal to one and one half times (1.5x) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of eighteen (18) months thereafter for a total of eighteen (18) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (e) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof. Executive shall receive no additional compensation following any termination except as provided herein. In the event of any termination, Executive shall resign all positions with the Company and its subsidiaries.
Appears in 1 contract
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of ExecutiveEmployee’s employment and the Term pursuant to Sections 3(a)(i4(b)(i) (“Death”), 3(a)(ii4(b)(ii) (“Disability”), 3(a)(iii4(b)(iv) (“Termination Unilateral Decision by the Company for Good CauseEmployee”), or 3(a)(v4(b)(v) (“Termination by Executive Without Good ReasonCertain Acts”) above, Executive Employee shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTOAgreement.
(ii) In the event of the termination of ExecutiveEmployee’s employment and the Term pursuant to Sections 3(a)(ivSection 4(b)(iii) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good ReasonUnilateral Decision of Employer”) above, Employee shall (iA) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his then current annual Base Salary, as provided in Section 2(a), (ii) Executive shall receive any and all Targeted Annual Bonus Awards that would be due and payable during the twelve (12) month period following the effective date of such termination absent such termination of employment, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, which shall be paid to Executive when paid to other similarly situated executives of the Company, (iii) Executive shall receive a continuation of the insurance benefits for Executive and his immediate family as applicable, in effect at termination, for twelve (12) 18 months after the effective date of such the termination, continue to receive Employee’s base salary as provided in Section 3(a) above; (B) receive a pro rata portion of Employee’s annual cash bonus for the fiscal year in which the termination (or if continuation occurs to the extent earned under the Companythen applicable Executive Annual Cash Incentive Program, such amount to be calculated based on the amount that would have been paid for such full fiscal year in the absence of the termination multiplied by the fraction, the numerator of which is the number of days in such fiscal year prior to the effective date of the termination and the denominator of which is 360 and such amount to be paid in accordance with the provisions of such plan; (C) receive the car allowance for a period of 18 months after the effective date of the termination and, at Employer’s option, either (x) receive coverage under Employer’s medical plan to the extent provided for Employee pursuant to Section 3(d) above at the effective date of the termination, such benefits to be received over the period of 18 months after the effective date of the termination, or (y) receive reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period; and (D) have vested a pro rata portion of stock-based awards scheduled to vest in the fiscal year of the termination in an amount equal to the amount of such stock-based compensation vesting in such fiscal year multiplied by the fraction, the numerator of which is the number of days in such fiscal year prior to the effective date of the termination and the denominator of which is 360.
(iii) In the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) (“Change in Control”) above, Employee shall (A) for a period of 18 months after the effective date of the termination, continue to receive Employee’s then current plans is not allowedbase salary as provided in Section 3(a) above; (B) receive an amount equal to 150 percent of the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, then provision such amount to be paid and received over a period of 18 months after the effective date of the termination; (C) receive the car allowance for a period of 18 months after the effective date of the termination; and (D), at Employer’s option, either (x) receive coverage under Employer’s medical plan to the extent provided for Employee pursuant to Section 3(d) above at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at effective date of the same premium cost to Executive which was paid by Executive at the time termination, such benefits were provided during to be received over a period of 18 months after the Term effective date of the termination, or, if (y) receive reimbursement for the COBRA premium for such premiums should change during coverage through the earlier of such twelve (12) 18-month period or the COBRA eligibility period. In addition, at premium costs available and relevant to similarly situated executives of the Company, (iv) all unvested equity stock-based compensation granted after the date hereof and held by Executive Employee in his capacity as an employee of the Company Employee on the effective date of the termination shall vest as of the effective date of such termination.
(iv) In the event of the termination of Employee’s employment pursuant to Sections 4(b)(i) (“Death”), 4(b)(ii) (“Disability”), 4(b)(iii) (“Unilateral Decision of Employer”), or 4(b)(vi) (“Change in Control”) above, Employee shall receive, for the fiscal year of the notice of termination, any earned bonus, on a pro-rated basis, based on the performance goals actually achieved for the fiscal year of the notice of termination, as determined in the sole discretion of the Board of Directors of Employer or a designated committee of the Board of Directors, at the time such bonuses are paid to other employees. All payments by Employer to Employee hereunder are subject to Employee executing Employer’s standard release of claims. Any payments made by Employer pursuant to this Section 4(c) shall be paid on a monthly basis beginning on the first payroll date following Employee’s Separation from Service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and (v) Executive not in a lump sum and shall be treated as a series of separate payments for purposes of Section 409A. Employee shall receive no additional compensation following any termination except as provided herein. In the event of any termination, Employee shall resign all positions (including positions on the Board of Directors) with Employer and its subsidiaries. If Employee is a “specified employee” within the meaning of Section 409A, then payments shall not commence until six months following Employee’s separation from service to the extent necessary to avoid the imposition of the additional 20% tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). Upon the date such payment would otherwise commence, Employer shall reimburse Employee for accrued but unused PTO.such payments, to the extent that such payments otherwise would have been paid by Employer had such payments commenced upon Employee’s termination of employment. Any remaining payments shall be provided by Employer in accordance with the schedule and procedures specified herein. This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent. Except as provided otherwise herein, no reimbursement payable to Employee pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of Employer shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.
Appears in 1 contract
Samples: Employment Agreement (American Outdoor Brands Corp)
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), or 3(a)(v) (“Termination by Executive Without Good Reason”) abovehereof, Executive shall receive no further compensation under this Agreement other than the payment of Accrued Benefits. For purposes of this Agreement, “Accrued Benefits” means (i) all unpaid Base Salary as shall have accrued and remained unpaid as of for the time period ending through the date of termination and employment termination; (ii) accrued but unused PTO.
PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level; (iiiii) any and all other cash earned through employment termination and deferred at the election of Executive or pursuant to any deferred compensation plan then in effect; (iv) any amounts or benefits owing to Executive or to Executive’s beneficiaries under the then-applicable benefit plans of the Company, including benefits under the Company’s 401(k) plan; and (v) reimbursement for any and all monies advanced in connection with Executive’s employment for expenses incurred by Executive on behalf of the Company for the time period ending with the date of employment termination(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) abovehereof, (ia) Executive shall, for a period of twelve six (126) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive payment for any and all Targeted Annual cash bonus earned pursuant to the Executive Bonus Awards that would be due and payable during Plan described in Section 2(b) hereof for the twelve (12) month period following calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of such termination absent such termination of employment, as provided in Section 2(b) under the terms of the CompanyExecutive’s annual short-term incentive programtermination, which shall be paid to Executive when paid to other similarly situated executives of the Company, Company (iii) Executive shall receive a continuation of the insurance benefits for Executive and his immediate family as applicable, in effect at termination, for twelve (12) months after the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of the Company, (iv) all unvested equity compensation granted after the date hereof and held by Executive in his capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and (v) Executive shall receive payment for accrued but unused PTO“Accrued Bonus”).
Appears in 1 contract
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) above, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTO.PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level. EAST\185198398.2
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) above, (ia) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during the twelve (12) month period following paid to Executive in a single lump sum, which is unpaid on the effective date of such termination absent such termination of employmentExecutive’s termination, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, and which shall be paid to Executive when paid to other similarly situated executives of the CompanyCompany in accordance with Section 2(b) hereof, (iiic) Executive shall receive receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and termination, (ve) Executive shall receive payment for accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) above, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (c) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (d) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of EAST\185198398.2 Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) during the twelve (12) month period immediately following a Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall, for a period of eighteen (18) months following the effective date of such termination, continue to receive Executive’s then current annual Base Salary, as provided in Section 2(a), (b) Executive shall receive an amount equal to one and one half times (1.5x) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of eighteen (18) months thereafter for a total of eighteen (18) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (e) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
Appears in 1 contract
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) above, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level.
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) above, (ia) Executive shall, for a period of twelve twenty-four (1224) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during the twelve (12) month period following paid to Executive in a single lump sum, which is unpaid on the effective date of such termination absent such termination of employmentExecutive’s termination, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, and which shall be paid to Executive when paid to other similarly situated executives executive officers of the CompanyCompany in accordance with Section 2(b) hereof, (iiic) Executive shall receive receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, warrants, restricted stock, or restricted stock units) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and Executive shall have three (v3) years from the date of termination to exercise any such unvested equity compensation, but in no event longer than the term of such equity compensation, (e) Executive shall receive payment for accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for executive officers of the Company, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other executive officers of the Company in accordance with Section 2(b) hereof.
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) above, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) all unvested equity compensation of any kind (including, without limitation, stock options, warrants, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (c) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (d) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other executive officers of the Company in accordance with Section 2(b) hereof.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) during the twelve (12) month period immediately following a Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall, for a period of twenty-four (24) months following the effective date of such termination, continue to receive Executive’s then current annual Base Salary, as provided in Section 2(a), (b) Executive shall receive an amount equal to one and one half times (1.5x) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, warrants, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and Executive shall have three (3) years from the date of termination to exercise any such unvested equity compensation, but in no event longer than the term of such equity compensation, (e) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other executive officers of the Company in accordance with Section 2(b) hereof.
(v) Executive shall receive no additional compensation following any termination except as provided in this Agreement. In the event of any termination, Executive shall resign all positions with the Company and its subsidiaries.
Appears in 1 contract
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) abovehereof, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and termination, any accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level.
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) abovehereof, (ia) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during paid to Executive in a single lump sum, on the twelve first payroll date commencing on or after the thirtieth (1230th) month period day following the effective date of such termination absent such the termination of employment, as provided in Section 2(b) Executive’s employment under the terms of the Company’s annual short-term incentive program, which shall be paid to Executive this Agreement or if earlier when paid to other similarly situated executives of the Company, Company in accordance with Section 2(b) hereof¸ (iiic) Executive shall receive for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, beginning on the first payroll date commencing on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, restricted stock, RSUs, performance shares or PSUs) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall fully vest as of the effective date of such termination termination, and (ve) Executive shall receive payment for (1) Base Salary as shall have accrued and remained unpaid as of the date of termination, (2) accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (3) any annual short-term incentive compensation earned pursuant to Section 2(b) hereof, for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs and which is unpaid on the effective date of Executive’s termination, shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof (the preceding clauses (e)(1), (e)(2), and (e)(3) collectively, the “Accrued Compensation”).
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) hereof, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, or if earlier when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof, (b) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, RSUs, performance shares or PSUs) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall fully vest as of the effective date of such termination, (c) Executive shall receive payment for the Accrued Compensation.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) or at the time of a Change in Control or during the twelve (12) month period immediately following a Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall be paid one and one-half time (1.5X) his then current annual Base Salary, as provided in Section 2(a), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) Executive shall receive an amount equal to one and one half times (1.5X) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of eighteen (18) months thereafter for a total of eighteen (18) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, RSUs, performance shares or PSUs) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall fully vest as of the effective date of such termination, and (e) Executive shall receive payment for the Accrued Compensation. Executive shall receive no additional compensation following any termination except as provided herein. In the event of any termination, Executive shall resign all positions with the Company and its subsidiaries.
Appears in 1 contract
Result of Termination. (i) Except as otherwise set forth in this Agreement, in the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”), 3(a)(ii) (“Disability”), 3(a)(iii) (“Termination by the Company for Good Cause”), ) or 3(a)(v) (“Termination by Executive Without Good Reason”) above, Executive shall receive no further compensation under this Agreement other than the payment of Base Salary as shall have accrued and remained unpaid as of the date of termination and accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level.
(ii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) aboveabove and after the first ninety (90) days of employment, (ia) Executive shall, for a period of twelve (12) months following the effective date of such termination, continue to receive his Executive’s then current annual Base Salary, as provided in Section 2(a), (iib) Executive shall receive any and all an amount equal to Executive’s Targeted Annual Bonus Awards that would Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be due and payable during the twelve (12) month period following paid to Executive in a single lump sum, which is unpaid on the effective date of such termination absent such termination of employmentExecutive’s termination, as provided in Section 2(b) under the terms of the Company’s annual short-term incentive program, and which shall be paid to Executive when paid to other similarly situated executives of the CompanyCompany in accordance with Section 2(b) hereof, (iiic) Executive shall receive receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of twenty-four (24) months thereafter for a total of twenty-four (24) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and his Executive’s immediate family as applicable, in effect at as the effective date of such termination, less, the one (1) month cost for twelve (12) months after the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense for substantially similar welfare benefits from one or more third party providers) at the same premium cost to Executive which was paid by Executive at the time such benefits were provided during the Term or, if such premiums should change during such twelve (12) month period, at premium costs available and relevant to similarly situated executives of remained employed with the Company, (ivd) all unvested equity compensation granted after the date hereof and of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in his Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination and termination, (ve) Executive shall receive payment for accrued but unused PTOPTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iii) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(i) (“Death”) or 3(a)(ii) (“Disability”) above, (a) Executive shall receive an amount equal to Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, multiplied by a fraction, the numerator of which is the number of full months of such calendar year during which Executive was employed with the Company, and the denominator of which is twelve (12), which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (b) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (c) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (d) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
(iv) In the event of the termination of Executive’s employment and the Term pursuant to Sections 3(a)(iv) (“Termination by the Company Without Good Cause”) or 3(a)(vi) (“Termination by Executive With Good Reason”) during the twelve (12) month period immediately following a Change in Control, then in lieu of any benefits or amounts otherwise payable under Section 3(b)(ii) hereof, (a) Executive shall, for a period of eighteen (18) months following the effective date of such termination, continue to receive Executive’s then current annual Base Salary, as provided in Section 2(a), (b) Executive shall receive an amount equal to one and one half times (1.5x) Executive’s Targeted Annual Bonus Award for the calendar year in which the termination of Executive’s employment occurs, which amount shall be paid to Executive in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement, (c) Executive shall receive, beginning on the first payroll date occurring on or after the thirtieth (30th) day following the effective date of the termination of Executive’s employment under this Agreement and for a period of eighteen (18) months thereafter for a total of eighteen (18) monthly payments, a monthly cash payment equal to the one (1) month cost of COBRA continuation of the health insurance benefits for Executive and Executive’s immediate family as applicable, as the effective date of such termination, less, the one (1) month cost for the same health insurance benefits for Executive and Executive’s immediate family as applicable that would have been incurred by Executive immediately prior to the effective date of such termination if Executive remained employed with the Company, (d) all unvested equity compensation of any kind (including, without limitation, stock options, restricted stock, or restricted stock units) held by Executive in Executive’s capacity as an employee of the Company on the effective date of the termination shall vest as of the effective date of such termination, (e) Executive shall receive payment for accrued but unused PTO consistent with the Company’s policies and procedures therefor in effect at the time of such termination for officers of Executive’s level, and (f) Executive shall receive payment for any annual short-term incentive compensation earned pursuant to Section 2(b) hereof for the calendar year immediately preceding the calendar year in which the termination of Executive’s employment occurs which is unpaid on the effective date of Executive’s termination, which shall be paid to Executive when paid to other similarly situated executives of the Company in accordance with Section 2(b) hereof.
Appears in 1 contract
