Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked: (a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; (b) for the twenty-four (24) months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) month period until Executive attains Social Security retirement age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit; (c) continuation for Executive, for a period of two (2) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death; (d) a lump sum payment in cash, payable within thirty (30) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination; (e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and (f) any equity awards between the Parties shall be governed exclusively by the terms of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.
Appears in 2 contracts
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.), Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedA:
(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination.;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty24-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 24 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a , provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based (i) on the Executivedate which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee;” provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(e) a monthly pension annuity benefit commencing as of the first day of the calendar month following the later to occur of (i) the Executive attaining age 62 or (ii) the six month anniversary date of the Executive’s Termination (the “Pension Benefit Starting Date”) and paid on the first day of each succeeding month (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married (in the form of a joint and 50% survivor annuity) equal to the actuarially equivalent difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at the Pension Benefit Starting Date (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at the Pension Benefit Starting Date under such plan(s) and/or offer letter, as in effect on or after the date hereof (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity) calculated as if Executive had earned two additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). Unless the Executive (who also must be a participant in the Supplemental Pension Plan) elects a form of annuity set forth on Annex A attached to the Supplemental Pension Plan prior to his or her Pension Benefit Starting Date, Executive, if unmarried, shall receive a life annuity with guaranteed payment for 24 months, or, if married, a 50% joint and survivor annuity. The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after date hereof, remained the same.
(f) any equity awards between the Parties shall be governed exclusively by the terms a lump sum payment in cash for amounts accrued as of the applicable agreements or plan documents Termination and shall pay in connection with an additional amount equal to the amounts accrued for the last 12 months times two (2) immediately prior to the Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as provided therein.defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination..
Appears in 2 contracts
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.), Change in Control Agreement (Batesville Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s 's employment under any of the circumstances set forth in Section 1 hereof (“"Termination”"), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 30 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedA:
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s 's Annual Base Salary plus (ii) Executive’s Target Bonusas defined below), payable on the next regularly scheduled payroll following the earlier to occur within 30 days of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executivea lump sum payment in cash, for a period payable within 30 days of two (2) years following Termination, equal to the unpaid portion of the group term life insurance program provided Perquisite Compensation to which Executive is entitled for the year of Termination plus the amount of Perquisite Compensation to which Executive immediately prior to the Change in Control. The payment of any claim would be entitled for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar one additional year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s deathbased on his Annual Base Salary;
(d) a lump sum payment in cash, payable within thirty 30 days of Termination, equal to the unpaid portion of the car allowance to which Executive is entitled for the year of Termination plus the amount of car allowance for one additional year;
(30e) except as provided otherwise in this paragraph, continuation for Executive, for a period of three years following Termination, of the Split Dollar Life Insurance Program (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for executive immediately prior to the Change in Control. The Company shall be under no obligation to provide insurance benefits with reference to a Split Dollar Life Insurance Program that has terminated between the date of the Change in Control and Executive's Termination under [sub-sections (a), (b), or (c) of Section 4.1] of such program's agreement between the policy owner and the Company. The company shall be under no obligation to provide insurance benefits with reference to a Split Dollar Life Insurance Program that has terminated between the date of the Change in Control and Executive's Termination by notice from the policy owner under [subsection (d) of Section 4.1] of such agreement. If Executive is a participant in a Split Dollar Life Insurance Program, the Company may nevertheless elect to exercise its right to terminate the Split Dollar Life Insurance Program under Section [4.1(d)] of the program agreement between the policy owner and the Company. If the Company elects to exercise such right, the Company shall provide insurance coverage with a face amount comparable to the then current face amount (net of the Company's interest) in the split-dollar policy, at no greater cost to the policy owner and the Executive, until the completion of the three-year period following Termination. Nothing in the paragraph shall prevent Company and the policy owner from agreeing to provide such comparable coverage through a modification of their agreement under the Split Dollar Life Insurance Program;
(f) a lump sum payment in cash, payable within 30 days after of Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(fg) a monthly pension annuity benefit starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity) equal to the difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any equity awards between additional pension benefit provided in an offer letter if Executive is subject to such an offer letter, which Executive will receive starting at age 62 or the Parties current age, if later (in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at age 62 or the current age, if later under such plan(s) and/or offer letter, as in effect on April 10, 2001, (in the form of a joint and 50% survivor annuity) calculated as if Executive had earned two additional years of service and pay at his Annual Base Salary or continued in service with pay at his Annual Base Salary through December 31, 2004, whichever is greater. The monthly pension annuity benefit described in the prior sentence shall be governed exclusively by paid at the terms of same time(s) and in the applicable agreements or plan documents and shall pay in connection same form as Executive's benefit under the Pension Plan (with the Termination same actuarial adjustments as used in calculating benefits under the Pension Plan). The benefit provided therein.for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (g),
Appears in 1 contract
Samples: Change in Control Agreement (Hillenbrand Industries Inc)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedA:
(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination.;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty24-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 24 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of the calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a , provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based (i) on the Executivedate which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee”; provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(e) a monthly pension annuity benefit commencing as of the first day of the calendar month following the later to occur of (i) the Executive attaining age 62 or (ii) the six month anniversary date of the Executive’s Termination (the “Pension Benefit Starting Date”) and paid on the first day of each succeeding month (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married (in the form of a joint and 50% survivor annuity) equal to the actuarially equivalent difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at the Pension Benefit Starting Date (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit Executive would have received starting at the Pension Benefit Starting Date under such plan(s) and/or offer letter, as in effect on or after the date hereof (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity) calculated as if Executive had earned two additional years of service and pay at Executive’s Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive’s Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). Unless the Executive (who also must be a participant in the Supplemental Pension Plan) elects a form of annuity set forth on Annex A attached to the Supplemental Pension Plan prior to his or her Pension Benefit Starting Date, Executive, if unmarried, shall receive a life annuity with guaranteed payment for 24 months, or, if married, a 50% joint and survivor annuity. The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after the date hereof, remained the same.
(f) any equity awards between the Parties shall be governed exclusively by the terms a lump sum payment in cash for amounts accrued as of the applicable agreements or plan documents Termination and shall pay in connection with an additional amount equal to the amounts accrued for the last 12 months times two (2) immediately prior to the Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as provided therein.defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination..
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty24-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 24 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1i) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Program (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of the calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, expenses and similar miscellaneous benefits as of the Termination; provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee”; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amounts accrued, if any, for the last 12 months times two immediately prior to the Termination in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(f) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on if the Executive’s relevant performance level during targets with respect to such incentive compensation in effect for the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar entire year in which the performance period endedChange in Control occurred were achieved at 100% of target; and
(fg) any equity accelerated vesting of all awards between held by Executive under the Parties Company’s Stock Incentive Plan, including the following (capitalized terms used below and not otherwise defined shall have the meanings given to them in the Company’s Stock Incentive Plan):
(i) immediate vesting of all outstanding awards of Bonus Stock;
(ii) immediate vesting of all outstanding Stock Options;
(iii) immediate vesting of all outstanding awards of Restricted Stock;
(iv) immediate vesting of all outstanding awards of Restricted Stock Units (also known as Deferred Stock) which would be governed exclusively by payable to Executive if the terms relevant performance targets, where applicable, were achieved at 100% of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.target; and
(v) immediate vesting of all Stock Appreciation Rights;
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:):
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”) and the Treasury Regulations promulgated thereunder, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;.
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination, provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee;” provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination. ; and
(e) a lump sum payment in cash for amounts accrued as of the Termination under the Supplemental Executive Retirement Plan for the payment of benefits under such plan and an additional amount equal to the amount amounts accrued for the last 12 months times three (3) immediately prior to the Termination Date in any of the Short-Term Incentive Compensation which would be Defined Contribution, Matching Account and/or Supplemental Contribution Account under the Supplemental Executive Retirement Plan, payable to Executive based (i) on the Executivedate which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period ended; and
commenced, then any benefits not subject to clause (fi) any equity awards between shall only begin on the Parties shall be governed exclusively by next regularly scheduled payroll following the terms expiration of sixty (60) days after the applicable agreements or plan documents and shall pay in connection with the Termination as provided thereinExecutive’s Termination.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:
(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty24-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 24 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination, provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a monthly pension annuity benefit commencing as of the first day of the calendar month following the later to occur of (i) the Executive attaining age 62 or (ii) the six month anniversary date of the Executive’s Termination (the “Pension Benefit Starting Date”) and paid on the first day of each succeeding month (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married (in the form of a joint and 50% survivor annuity) equal to the actuarially equivalent difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at the Pension Benefit Starting Date (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at the Pension Benefit Starting Date under such plan(s) and/or offer letter, as in effect on or after the date hereof (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity) calculated as if Executive had earned two additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). Unless the Executive (who also must be a participant in the Supplemental Pension Plan) elects a form of annuity set forth on Annex A attached to the Supplemental Pension Plan prior to his or her Pension Benefit Starting Date, Executive, if unmarried, shall receive a life annuity with guaranteed payment for 24 months, or, if married, a 50% joint and survivor annuity. The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after date hereof, remained the same.
(f) a lump sum payment in cash for amounts accrued as of the Termination and an additional amount equal to the amounts accrued for the last 12 months times two (2) immediately prior to the Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination.
(g) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based if the Company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Termination occurred had been achieved, payable (i) on the Executivedate which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(fh) the number of shares of common stock of the Company that would be payable to Executive under the Company’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration Executive would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any equity case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:
(i) immediate vesting of all Bonus Stock Awards (as defined in the Company’s Stock Incentive Plan) awarded to Executive after the date of this Agreement;
(ii) immediate vesting of all outstanding Stock Options awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan;
(iii) immediate vesting of all awards between of Restricted Stock awarded to Executive after the Parties date of this Agreement under any Stock Award Agreements (as defined in the Company’s Stock Incentive Plan) with Executive and Hill-Rom Holdings, Inc.;
(iv) immediate vesting of all awards of Deferred Stock (as defined in the Company’s Stock Incentive Plan) (also known as Restricted Stock Units) awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan; and
(v) the exercise of any Stock Appreciation Right (as defined in the Company’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan. Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the date of this Agreement shall be governed exclusively by the terms of the applicable award agreements or plan documents at the time such awards were issued, and shall pay not be affected by this Agreement. Shares or cash payments in connection with lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the applicable award, subject to Executive’s delivery of a Release to the extent required by this Agreement or the applicable awards within 45 days of Executive’s Termination as provided thereinwhich Release has not been revoked.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:):
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”) and the Treasury Regulations promulgated thereunder, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a , provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based (i) on the Executivedate which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee;” provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(e) a monthly pension annuity benefit commencing as of the first day of the calendar month following the later to occur of (i) the Executive attaining age 62 or (ii) the six month anniversary date of the Executive’s Termination (the “Pension Benefit Starting Date”) and paid on the first day of each succeeding month (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity) equal to the actuarially equivalent difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at the Pension Benefit Starting Date (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at the Pension Benefit Starting Date under such plan(s) and/or offer letter, as in effect on or after the date hereof (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), calculated as if Executive had earned two additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). Unless the Executive (who also must be a participant in the Supplemental Pension Plan) elects a form of annuity set forth on Annex A attached to the Supplemental Pension Plan prior to his or her Pension Benefit Starting Date, Executive, if unmarried, shall receive a life annuity with guaranteed payment for 24 months, or, if married, a 50% joint and survivor annuity. The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after date hereof, remained the same.
(f) any equity awards between the Parties shall be governed exclusively by the terms a lump sum payment in cash for amounts accrued as of the applicable agreements or plan documents Termination and shall pay in connection with an additional amount equal to the amounts accrued for the last 12 months times three (3) immediately prior to the Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as provided thereindefined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination.
Appears in 1 contract
Samples: Change in Control Agreement (Batesville Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:):
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”) and the Treasury Regulations promulgated thereunder, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;.
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a , provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based (i) on the Executivedate which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee;” provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination. ; and
(fe) a monthly pension annuity benefit commencing as of the first day of the calendar month following the later to occur of (i) the Executive attaining age 62 or (ii) the six month anniversary date of the Executive’s Termination (the “Pension Benefit Starting Date”) and paid on the first day of each succeeding month (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity) equal to the actuarially equivalent difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any equity awards between additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Parties Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at the Pension Benefit Starting Date (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at the Pension Benefit Starting Date under such plan(s) and/or offer letter, as in effect on or after the date hereof (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor annuity), calculated as if Executive had earned three additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be governed exclusively by the terms annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). Unless the Executive (who also must be a participant in the Supplemental Pension Plan) elects a form of annuity set forth on Annex A attached to the Supplemental Pension Plan prior to his or her Pension Benefit Starting Date, Executive, if unmarried, shall receive a life annuity with guaranteed payment for 24 months, or, if married, a 50% joint and survivor annuity. The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable agreements Supplemental Pension Plan as in effect on or plan documents and shall pay after date hereof, remained the same.(f) a lump sum payment in connection with cash for amounts accrued as of the Termination and an additional amount equal to the amounts accrued for the last 12 months times three (3) immediately prior to the Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as provided therein.defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination..
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination, provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based if the Company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Termination occurred had been achieved, payable (i) on the Executivedate which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(f) a lump sum payment in cash for amounts accrued as of the Termination under the Supplemental Executive Retirement Plan for the payment of benefits under such plan and an additional amount equal to the amounts accrued for the last 12 months times three (3) immediately prior to the Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account under the Supplemental Executive Retirement Plan, payable, (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(fg) the number of shares of common stock of the Company that would be payable to Executive under the Company’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration Executive would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any equity case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:
(i) immediate vesting of all Bonus Stock Awards (as defined in the Company’s Stock Incentive Plan) awarded to Executive after the date of this Agreement;
(ii) immediate vesting of all outstanding Stock Options awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan and continued exercisability of such Stock Options for such period of time as though Executive’s employment had terminated by reason of retirement under the applicable award;
(iii) immediate vesting of all awards between of Restricted Stock awarded to Executive after the Parties date of this Agreement under any Stock Award Agreements (as defined in the Company’s Stock Incentive Plan) with Executive and Hill-Rom Holdings, Inc.;
(iv) immediate vesting of all awards of Deferred Stock (as defined in the Company’s Stock Incentive Plan) (also known as Restricted Stock Units) awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan; and
(v) the exercise of any Stock Appreciation Right (as defined in the Company’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan. Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the date of this Agreement shall be governed exclusively by the terms of the applicable award agreements or plan documents at the time such awards were issued, and shall pay not be affected by this Agreement. Shares or cash payments in connection with lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the applicable award, subject to Executive’s delivery of a Release to the extent required by this Agreement or the applicable awards within 45 days of Executive’s Termination as provided thereinwhich Release has not been revoked.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) [two/three]1 times the sum of (ix) Executive’s Annual Base Salary (as defined below), plus (y) the Executive’s Target Short-Term Incentive, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) [24/36]2 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) [24/36]3 month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) [24/36]3 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1i) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c1) continuation for Executive, for a period Three times only in the case of two the CEO.
(2) years following Termination, Thirty-six months only in the case of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;CEO.
(d3) Same.
(c) a lump sum payment in cash, payable within thirty sixty (3060) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, expenses and similar miscellaneous benefits as of the Termination; provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee”; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(ed) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive for the fiscal year or other performance period that includes the date of the Termination, calculated based on the Executive’s greater of (i) an assumed achievement of all relevant performance goals at their “target” level, or (ii) the actual level during of achievement of all relevant performance goals against target measured through the fiscal year date immediately prior to the date of Executive’s TerminationTermination (or as close to such date as administratively practicable), as determined by the Board after the completion of the fiscal year, with such amount prorated and pro-rated based on the number of days that elapse between in the start of such applicable fiscal year or other performance period through (and including) the date of termination Termination.
(e) accelerated vesting in full of Executiveall outstanding awards held by Executive under the Company’s employmentStock Incentive Plan, payable after determination with any such awards with respect to which the number of shares of common stock of the Company earned depends upon performance calculated as follows: (i) for awards granted prior to the Effective Date, an assumed achievement of all relevant performance goals at their “target” level, and (ii) for awards granted on or after the Effective Date, the greater of (A) an assumed achievement of all relevant performance goals at their “target” level, or (B) the actual level following of achievement of all relevant performance goals against target measured through the end of date immediately prior to the applicable fiscal yearChange in Control (or as close to such date as administratively practicable); provided, but that if the Change in no event later than March 15 of the calendar year following the calendar year Control involves a merger, acquisition or other corporate restructuring in which the performance period ended; and
Company is not the surviving entity (for survives as a subsidiary of another entity) (an “Acquisition”), then, in lieu of any equity awards between such shares of common stock of the Parties Company as described above, Executive shall be governed exclusively entitled to receive consideration equal to that which Executive would have received had the Termination occurred (and, thus, the rights and benefits set forth above been realized) immediately prior to the Acquisition; and provided further, that the Company shall in any case have the right to substitute cash for shares of common stock of the Company or consideration in an amount equal to the fair market value of such shares or consideration as reasonably determined by the terms of Company. Any distribution to be made under Section 3(d) or (e) shall be made no later than two and one half months following Executive’s Termination, except to the applicable agreements or plan documents and shall pay extent otherwise required in connection order to comply with the Termination as provided therein.Section 409A.
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s 's employment under any of the circumstances set forth in Section 1 hereof (“"Termination”"), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 30 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedA:
(a) a lump sum payment in cash in the amount of two times Executive's Annual Base Salary (2) times the sum of as defined below), payable after (i) Executive’s Annual Base Salary plus six (6) months following Termination if the Executive is covered by Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code ("Code") (Section 409A of the Code is hereunder referred to as "Section 409A") or (ii) Executive’s Target Bonusif executive is not covered by Code Section 409A(a)(2)(B)(i) (or payments deemed exempt from Section 409A), payable on the next regularly scheduled payroll following the earlier to occur payment shall be made within 30 days of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after or six months, if payment is subject to rules of Section 409A, of Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;; and
(e) a monthly pension annuity benefit starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity) equal to the difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at age 62 or the current age, if later under such plan(s) and/or offer letter, as in effect on or after the date hereof, (in the form of a joint and 50% survivor annuity) calculated as if Executive had earned two additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). The monthly pension annuity benefit described in the prior sentence shall be paid at the same time(s) and in the same form as Executive's benefit under the Pension Plan (with the same actuarial adjustments as used in calculating benefits under the Pension Plan and subject to the payment election rules of Section 409A). The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after date hereof, remained the same.
(f) a lump sum payment in cash for amounts accrued as of the Termination and an additional amount equal to the amount amounts accrued for the last 12 months times two (2) immediately prior to the Termination Date in any of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s TerminationDefined Contribution, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employmentMatching Account and/or Supplemental Contribution Account, payable after determination (i) six (6) months following Termination if the Executive is covered by Code Section 409A(a)(2)(B)(i) of the performance level following the end of the applicable fiscal yearInternal Revenue Code or (ii) if executive is not covered by Code Section 409A(a)(2)(B)(i) (or payments deemed exempt from Section 409A), but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(f) any equity awards between the Parties payment shall be governed exclusively by the terms made within 30 days of the applicable agreements or plan documents and shall pay in connection with the Termination as provided thereinTermination.
Appears in 1 contract
Samples: Change in Control Agreement (Hillenbrand Industries Inc)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 30 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedA:
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable after (i) six (6) months following Termination if the Executive is covered by Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”) or (ii) Executive’s Target Bonusif executive is not covered by Code Section 409A(a)(2)(B)(i) (or payments deemed exempt from Section 409A), payable on the next regularly scheduled payroll following the earlier to occur payment shall be made within 30 days of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after or six months, if payment is subject to rules of Section 409A, of Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;; and
(e) a monthly pension annuity benefit starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity) equal to the difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at age 62 or the current age, if later under such plan(s) and/or offer letter, as in effect on or after the date hereof, (in the form of a joint and 50% survivor annuity) calculated as if Executive had earned three additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). The monthly pension annuity benefit described in the prior sentence shall be paid at the same time(s) and in the same form as Executive’s benefit under the Pension Plan (with the same actuarial adjustments as used in calculating benefits under the Pension Plan and subject to the payment election rules of Section 409A). The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after date hereof, remained the same.
(f) a lump sum payment in cash for amounts accrued as of the Termination and an additional amount equal to the amount amounts accrued for the last 12 months times three (3) immediately prior to the Termination Date in any of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s TerminationDefined Contribution, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employmentMatching Account and/or Supplemental Contribution Account, payable after determination (i) six (6) months following Termination if the Executive is covered by Code Section 409A(a)(2)(B)(i) of the performance level following the end of the applicable fiscal yearInternal Revenue Code or (ii) if executive is not covered by Code Section 409A(a)(2)(B)(i) (or payments deemed exempt from Section 409A), but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(f) any equity awards between the Parties payment shall be governed exclusively by the terms made within 30 days of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.Termination;
Appears in 1 contract
Samples: Change in Control Agreement (Hillenbrand Industries Inc)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) [two/three] times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) [24/36] months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) month [24/36]-month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) [24/36] months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1i) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Program (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of the calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, expenses and similar miscellaneous benefits as of the Termination; provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee”; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amounts accrued, if any, for the last 12 months times [two/three] immediately prior to the Termination in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(f) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on if the Executive’s relevant performance level during targets with respect to such incentive compensation in effect for the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar entire year in which the performance period endedChange in Control occurred were achieved at 100% of target; and
(fg) any equity accelerated vesting of all awards between held by Executive under the Parties Company’s Stock Incentive Plan, including the following (capitalized terms used below and not otherwise defined shall have the meanings given to them in the Company’s Stock Incentive Plan):
(i) immediate vesting of all outstanding awards of Bonus Stock;
(ii) immediate vesting of all outstanding Stock Options;
(iii) immediate vesting of all outstanding awards of Restricted Stock;
(iv) immediate vesting of all outstanding awards of Restricted Stock Units (also known as Deferred Stock) which would be governed exclusively by payable to Executive if the terms relevant performance targets, where applicable, were achieved at 100% of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.target; and
(v) immediate vesting of all Stock Appreciation Rights;
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:
(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty24-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 24 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination, provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based if the Company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Termination occurred had been achieved, payable (i) on the Executivedate which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s performance level during receipt of an executed Release or the fiscal year expiration of sixty (60) days after Executive’s Termination, as determined by if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(f) the number of shares of common stock of the Company that would be payable to Executive under the Company’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration Executive would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any equity case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:
(i) immediate vesting of all Bonus Stock Awards (as defined in the Company’s Stock Incentive Plan) awarded to Executive after the date of this Agreement;
(ii) immediate vesting of all outstanding Stock Options awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan;
(iii) immediate vesting of all awards between of Restricted Stock awarded to Executive after the Parties date of this Agreement under any Stock Award Agreements (as defined in the Company’s Stock Incentive Plan) with Executive and Hill-Rom Holdings, Inc.;
(iv) immediate vesting of all awards of Deferred Stock (as defined in the Company’s Stock Incentive Plan) (also known as Restricted Stock Units) awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan; and
(v) the exercise of any Stock Appreciation Right (as defined in the Company’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan. Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the date of this Agreement shall be governed exclusively by the terms of the applicable award agreements or plan documents at the time such awards were issued, and shall pay not be affected by this Agreement. Shares or cash payments in connection with lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the applicable award, subject to Executive’s delivery of a Release to the extent required by this Agreement or the applicable awards within 45 days of Executive’s Termination as provided thereinwhich Release has not been revoked.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one forty-five (2145) days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:
(a) a lump sum payment in cash in the amount of two three (23) times the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twentythirty-four six (2436) months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twentythirty-four six (2436) month period until Executive attains Social Security retirement age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twentythirty-four six (2436) months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two three (23) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(f) any equity awards between the Parties shall be governed exclusively by the terms of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:
(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s 's receipt of an executed Release or the expiration of sixty (60) days after Executive’s 's Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 24 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty24-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 24 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s 's death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination, provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company's receipt of an executed Release or the expiration of sixty (60) days after Executive's Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based if the Company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Termination occurred had been achieved, payable (i) on the Executive’s performance level during the fiscal year of Executive’s date which is six (6) months following Termination, if the Executive is a “specified employee” as determined by defined in Section 409A(a)(2)(B)(i) of Code and the Board after the completion of the fiscal yearTreasury Regulations promulgated thereunder, with and such amount prorated based payment is not otherwise exempt from Section 409A, or (ii) on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level next regularly scheduled payroll following the end earlier to occur of fifteen (15) days from the applicable fiscal yearCompany's receipt of an executed Release or the expiration of sixty (60) days after Executive's Termination, but if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(f) the number of shares of common stock of the Company that would be payable to Executive under the Company’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration Executive would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any equity case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:
(i) immediate vesting of all Bonus Stock Awards (as defined in the Company’s Stock Incentive Plan) awarded to Executive after the date of this Agreement;
(ii) immediate vesting of all outstanding Stock Options awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan;
(iii) immediate vesting of all awards between of Restricted Stock awarded to Executive after the Parties date of this Agreement under any Stock Award Agreements (as defined in the Company’s Stock Incentive Plan) with Executive and Hill-Rom Holdings, Inc.;
(iv) immediate vesting of all awards of Deferred Stock (as defined in the Company’s Stock Incentive Plan) (also known as Restricted Stock Units) awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan; and
(v) the exercise of any Stock Appreciation Right (as defined in the Company’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan. Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the date of this Agreement shall be governed exclusively by the terms of the applicable award agreements or plan documents at the time such awards were issued, and shall pay not be affected by this Agreement. Shares or cash payments in connection with lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the applicable award, subject to Executive’s delivery of a Release to the extent required by this Agreement or the applicable awards within 45 days of Executive’s Termination as provided thereinwhich Release has not been revoked.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (ix) Executive’s Annual Base Salary (as defined below), plus (y) the Executive’s Target Short-Term Incentive, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) 36 month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1i) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty sixty (3060) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, expenses and similar miscellaneous benefits as of the Termination; provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee”; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(ed) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive for the fiscal year or other performance period that includes the date of the Termination, calculated based on the Executive’s greater of (i) an assumed achievement of all relevant performance goals at their “target” level, or (ii) the actual level during of achievement of all relevant performance goals against target measured through the fiscal year date immediately prior to the date of Executive’s TerminationTermination (or as close to such date as administratively practicable), as determined by the Board after the completion of the fiscal year, with such amount prorated and pro-rated based on the number of days that elapse between in the start of such applicable fiscal year or other performance period through (and including) the date of termination Termination.
(e) accelerated vesting in full of Executiveall outstanding awards held by Executive under the Company’s employmentStock Incentive Plan, payable after determination with any such awards with respect to which the number of shares of common stock of the Company earned depends upon performance calculated as follows: (i) for awards granted prior to February 11, 2021, an assumed achievement of all relevant performance goals at their “target” level, and (ii) for awards granted on or after February 11, 2021, the greater of (A) an assumed achievement of all relevant performance goals at their “target” level, or (B) the actual level following of achievement of all relevant performance goals against target measured through the end of date immediately prior to the applicable fiscal yearChange in Control (or as close to such date as administratively practicable); provided, but that if the Change in no event later than March 15 of the calendar year following the calendar year Control involves a merger, acquisition or other corporate restructuring in which the performance period ended; and
Company is not the surviving entity (for survives as a subsidiary of another entity) (an “Acquisition”), then, in lieu of any equity awards between such shares of common stock of the Parties Company as described above, Executive shall be governed exclusively entitled to receive consideration equal to that which Executive would have received had the Termination occurred (and, thus, the rights and benefits set forth above been realized) immediately prior to the Acquisition; and provided further, that the Company shall in any case have the right to substitute cash for shares of common stock of the Company or consideration in an amount equal to the fair market value of such shares or consideration as reasonably determined by the terms of Company. Any distribution to be made under Section 3(d) or (e) shall be made no later than two and one half months following Executive’s Termination, except to the applicable agreements or plan documents and shall pay extent otherwise required in connection order to comply with the Termination as provided therein.Section 409A.
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revoked:
(a) a lump sum payment in cash in the an amount of two (2) equal to three times the sum of (i) Executive’s Annual Base Salary plus (iias defined below) Executive’s Target Bonuspayable as follows:
(i) if the Termination occurs within two years following the Change in Control, payable in a lump sum payment (1) on the date which is six (6) months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”) and the Treasury Regulations promulgated thereunder and such payment is not otherwise exempt from Section 409A, or (2) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i1) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;; or
(ii) if the Termination occurs more than two years following the Change in Control, the amount determined under this Section 2(a) shall be paid over a 24-month period pursuant to applicable provisions of Executive’s Employment Agreement.
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination, provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) and such payment is not otherwise exempt from Section 409A or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee;” provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination; and
(e) a lump sum payment in cash for amounts accrued as of Termination under the Supplemental Executive Retirement Plan for the payment of benefits under such plan and an additional amount equal to three (3) times the amounts accrued for the last 12 months immediately prior to Termination in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account under the Supplemental Executive Retirement Plan, payable (i) on the date which is six (6) months following Termination, if the Executive is a “specified employee“ as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination.
(f) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based if the Company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Termination occurred had been achieved, payable with the next regularly scheduled payroll date following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Separation and Release Agreement or the expiration of sixty (60) days after Executive’s Termination and shall be paid on the ExecutiveCompany’s performance level during regularly scheduled payroll dates thereafter, provided, however, that if the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but before-stated sixty (60) day period ends in no event later than March 15 of the a calendar year following the calendar year in which the performance sixty (60) day period endedcommenced, then benefits shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after Executive’s Termination; and
(fg) the number of shares of common stock of the Company that would be payable to Executive under the Company’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any equity case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:
(i) immediate vesting of all Bonus Stock Awards (as defined in the Company’s Stock Incentive Plan) awarded to Executive after the date of this Agreement;
(ii) immediate vesting of all outstanding Stock Options awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan;
(iii) immediate vesting of all awards between of Restricted Stock awarded to Executive after the Parties date of this Agreement under any Stock Award Agreements (as defined in the Company’s Stock Incentive Plan) with Executive and Hill-Rom Holdings, Inc.;
(iv) immediate vesting of all awards of Deferred Stock (as defined in the Company’s Stock Incentive Plan) (also known as Restricted Stock Units) awarded to Executive after the date of this Agreement under the Company’s Stock Incentive Plan; and
(v) the exercise of any Stock Appreciation Right (as defined in the Company’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan. Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the date of this Agreement shall be governed exclusively by the terms of the applicable award agreements or plan documents at the time such awards were issued, and shall pay not be affected by this Agreement. Shares or cash payments in connection with lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the applicable award, subject to Executive’s delivery of a Release to the extent required by this Agreement or the applicable awards within 45 days of Executive’s Termination as provided thereinwhich Release has not been revoked.
Appears in 1 contract
Samples: Change in Control Agreement (Hill-Rom Holdings, Inc.)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) [two/three]1 times the sum of (ix) Executive’s Annual Base Salary (as defined below), plus (y) the Executive’s Target Short-Term Incentive, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) [24/36]2 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) [24/36]3 month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under 1 Three times only in the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day case of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(f) any equity awards between the Parties shall be governed exclusively by the terms of the applicable agreements or plan documents and shall pay in connection with the Termination as provided thereinCEO.
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) [two/three] Three times only in the sum case of (i) the CEO. times Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty[24/36] Thirty-four (24) six months only in the case of the CEO. months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) month [24/36] Same.-month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) [24/36] Same. months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1i) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Program (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of the calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, expenses and similar miscellaneous benefits as of the Termination; provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee”; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amounts accrued, if any, for the last 12 months times [two/three] Three times only in the case of the CEO. immediately prior to the Termination in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(f) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on if the Executive’s relevant performance level during targets with respect to such incentive compensation in effect for the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar entire year in which the performance period endedChange in Control occurred were achieved at 100% of target; and
(fg) any equity accelerated vesting of all awards between held by Executive under the Parties Company’s Stock Incentive Plan, including the following (capitalized terms used below and not otherwise defined shall have the meanings given to them in the Company’s Stock Incentive Plan):
(i) immediate vesting of all outstanding awards of Bonus Stock;
(ii) immediate vesting of all outstanding Stock Options;
(iii) immediate vesting of all outstanding awards of Restricted Stock;
(iv) immediate vesting of all outstanding awards of Restricted Stock Units (also known as Deferred Stock) which would be governed exclusively by payable to Executive if the terms relevant performance targets, where applicable, were achieved at 100% of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.target; and
(v) immediate vesting of all Stock Appreciation Rights;
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s COLLEN's employment under any of the circumstances set forth in Section 1 2 hereof (“"Termination”"), the Company shall CARBONIC agrees to provide or cause to be provided to Executive COLLEN the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedanx xxxxfits:
(a) a lump sum payment SALARY AND OTHER PAYMENTS AT TERMINATION. COLLEN shall be entitled to rxxxxxx his full compensation through the date of termination as well as any severance benefits otherwise existing under the terms of his employment agreement with CARBONIC, subject however to any reduction or forfeiture of those benefits as provided below to ensure that there are no tax penalties imposed on the amounts received. Additionally, COLLEN will be entitled to recxxxx xayment in cash in the amount of two 2.99 times COLLEN's average Annual Earnings (2) times as such term is defined in this Section 3(a)), which for purposes of this Agreement shall be deemed to be the sum "base amount" as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amended during the most recent five-year fiscal periods (i) Executive’s Annual Base Salary plus (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in during which the sixty (60) day period commencedCOLLEN has been employed by CAXXXXXX or any of its subsidiaries if less than five years). However, if such amount exceeds limits provided in the then any benefits not subject to clause (i) shall only begin on existing provisions of the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) Internal Revenue Code for the twentyimposition of tax penalties on such payments, the amount shall be reduced to the highest amount allowed to avoid such penalties. At the election of COLLEN, payment shall be maxx xx equal monthly payments over a three-four (24) months year period beginning with the month following Termination, continued health or payment shall be made in a lump sum. Any lump sum payment request must be made in writing within 10 days of Termination and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard shall be paid to both benefits and employee contributions) to the coverage provided by the Company immediately COLLEN within 30 days of Termixxxxxx. If COLLEN shall die prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) month period until Executive attains Social Security retirement age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would xxxx xll payments which may otherwise have been eligible due to purchase continued coverage COLLEN, under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24this Section 0(x) months following Termination. The payment of any health or medical claims for the health and medical coverage provided otherwise in this subsection (b) shall be made to the Executive agreement, have been made, then as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;
(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(f) any equity awards between the Parties shall be governed exclusively by the terms of the applicable agreements or plan documents and three months thereafter, CARBONIC shall pay in connection with a lump sum in cash all sums not distributed to COLLEN prior to his death. Paxxxxx shall be made to the Termination beneficiary named as provided thereinsuch under the Life Insurance Plan maintained by CARBONIC on the date of COLLEN's death. If no such beneficiary is named, such sums shall be paid to COLLEN's estate. No reduction to present value of any such sums shall be made.
Appears in 1 contract
Samples: Change in Control Compensation Agreement (Beard Co /Ok)
Rights and Benefits Upon Termination. In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 2 hereof (“Termination”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if that Executive executes and delivers to the Company within twenty one (21) 45 days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedin a form reasonably acceptable to the Company:
(a) a lump sum payment in cash in the amount of two (2) three times the sum of (i) Executive’s Annual Base Salary plus (as defined below), payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as “Section 409A”), and the Treasury Regulations promulgated thereunder (to the extent required in order to comply with Section 409A); or (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself Executive and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection subparagraph (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1i) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(csubparagraph (c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of the calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) 90th day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, expenses and similar miscellaneous benefits as of the Termination; provided, however, that to the extent that any such miscellaneous benefits are subject to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee”; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(e) a lump sum payment in cash equal to the amounts accrued for the last 12 months times three immediately prior to the Termination in any of the Defined Contribution, Matching Account and/or Supplemental Contribution Account, payable (i) on the date which is six months following Termination, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(f) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on if the Executive’s relevant performance level during targets with respect to such incentive compensation in effect for the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar entire year in which the performance period endedChange in Control occurred were achieved at 100% of target; and
(fg) any equity accelerated vesting of all awards between held by Executive under the Parties Company’s Stock Incentive Plan, including the following (capitalized terms used below and not otherwise defined shall have the meanings given to them in the Company’s Stock Incentive Plan):
(i) immediate vesting of all outstanding awards of Bonus Stock;
(ii) immediate vesting of all outstanding Stock Options;
(iii) immediate vesting of all outstanding awards of Restricted Stock;
(iv) immediate vesting of all outstanding awards of Deferred Stock (also known as Restricted Stock Units) which would be governed exclusively by payable to Executive if the terms relevant performance targets, where applicable, were achieved at 100% of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.target; and
(v) immediate vesting of all Stock Appreciation Rights;
Appears in 1 contract
Rights and Benefits Upon Termination. In the event of the termination of Executive’s 's employment under any of the circumstances set forth in Section 1 hereof (“"Termination”"), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be benefits provided if that Executive executes and delivers to the Company within twenty one (21) 30 days of the Termination a separation and release agreement Release in the form attached hereto as Exhibit A (“Release”) and such Release has not been revokedA:
(a) a lump sum payment in cash in the amount of two three times Executive's Annual Base Salary (2) times the sum of as defined below), payable after (i) Executive’s Annual Base Salary plus six (6) months following Termination if the Executive is covered by Code Section 409A(a)(2)(B)(i) of the Internal Revenue Code ("Code") (Section 409A of the Code is hereunder referred to as "Section 409A") or (ii) Executive’s Target Bonusif executive is not covered by Code Section 409A(a)(2)(B)(i) (or payments deemed exempt from Section 409A), payable on the next regularly scheduled payroll following the earlier to occur payment shall be made within 30 days of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;
(b) for the twenty-four (24) 36 months following Termination, continued health and medical insurance coverage for Executive and Executive’s his dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty36-four (24) month period until Executive attains Social Security retirement ageRetirement Age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) at COBRA rates applicable to such coverage) continued coverage for himself and Executive’s his dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s his employment terminated twenty-four (24) 36 months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;
(c) continuation for Executive, for a period of two (2) three years following Termination, of the Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately prior to the Change in Control and the group term life insurance program provided for Executive executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90th) day following the Executive’s death;
(d) a lump sum payment in cash, payable within thirty (30) 30 days after or six months, if payment is subject to rules of Section 409A, of Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;; and
(e) a monthly pension annuity benefit starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity) equal to the difference between (i) the monthly Pension Plan annuity benefit, the monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental Pension Plan, and any additional pension benefit provided in an offer letter (or other written document signed by an authorized officer of the Company other than Executive) if Executive is subject to any such letter or document, which Executive will receive starting at age 62 or the current age, if later (in the form of a joint and 50% survivor annuity), and (ii) the monthly pension annuity benefit he would have received starting at age 62 or the current age, if later under such plan(s) and/or offer letter, as in effect on or after the date hereof, (in the form of a joint and 50% survivor annuity) calculated as if Executive had earned three additional years of service and pay at his Annual Base Salary (and for purposes of calculating Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be annualized for any portion of the imputed service period which is less than a full calendar year and such portion of the year shall be eligible to be counted). The monthly pension annuity benefit described in the prior sentence shall be paid at the same time(s) and in the same form as Executive's benefit under the Pension Plan (with the same actuarial adjustments as used in calculating benefits under the Pension Plan and subject to the payment election rules of Section 409A). The benefit provided for in this paragraph shall be funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the benefit under clause (ii) will be calculated as though the Pension Plan and any applicable Supplemental Pension Plan as in effect on or after date hereof, remained the same.
(f) a lump sum payment in cash for amounts accrued as of the Termination and an additional amount equal to the amount amounts accrued for the last 12 months times three (3) immediately prior to the Termination Date in any of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s TerminationDefined Contribution, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employmentMatching Account and/or Supplemental Contribution Account, payable after determination (i) six (6) months following Termination if the Executive is covered by Code Section 409A(a)(2)(B)(i) of the performance level following the end of the applicable fiscal yearInternal Revenue Code or (ii) if executive is not covered by Code Section 409A(a)(2)(B)(i) (or payments deemed exempt from Section 409A), but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and
(f) any equity awards between the Parties payment shall be governed exclusively by the terms made within 30 days of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.Termination;
Appears in 1 contract
Samples: Change in Control Agreement (Hillenbrand Industries Inc)
