Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination: (i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination; (ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and (iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7. (b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination: (i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination; (ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company; (iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement; (iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 5 contracts
Samples: Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus
Appears in 5 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject to applicable tax withholdings and deductions).2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such
Appears in 4 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not
Appears in 4 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s commencement of employment with a new employer (written notice of which shall be promptly provided by the Executive to the Company), severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer), plus after-tax plus, if the Executive elects to continue his health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer).
Appears in 3 contracts
Samples: Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any
Appears in 3 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b6 (a) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary base salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7hereof.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(c) hereof or Section 7(a6(b) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further salary payments to the Executive for periods subsequent to the date of termination:;
(i) Any unpaid Base Salary base salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A If applicable, a pro rata portion of the payment for bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant for any period prior to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount date of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Companysuch termination;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;hereof; and
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsbelow, severance pay (“Base A) Severance Pay”) Pay in an the total amount equal to one-quarter ( 1/4) of the Executive’s Base Annual Cash Compensation (as defined belowhereinafter defined) (subject to customary withholding and payroll taxes) to be paid in equal installments on the Company’s regular pay dates over for the twelve earlier of (12x) month period three (3) months following termination of the Executive’s employment by the Company, and (subject to applicable withholdings and deductions)y) the date that the Executive commences employment with a new employer, plus after-tax cash payments equal (y) continuation of all benefits at the level then offered to and enrolled in by the difference between Executive, until the premiums for COBRA continuation coverage that would be available to Executive and earlier of (x) three (3) months following the amount termination of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s employment by the Company or (B) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (A) if the Executive remains continuously employed by the Company through the date that is twelve (12) months from the Commencement Date, the severance benefits contained in this clause (iv) shall be automatically increased from one-quarter ( 1/4) of termination the Executive’s Annual Cash Compensation to one-half ( 1/2) of employmentthe Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates for six (6) months following termination of the Executive’s employment by the Company (subject to customary withholding and payroll taxes and early termination upon the Executive’s employment with a new employer); and (B) for every twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of severance (i.e., an additional one-twelfth ( 1/12) of the Executive’s Annual Cash Compensation) up to a total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive’s Annual Cash Compensation), to be paid in equal installments over the then applicable tax withholdings period following termination of the Executive’s employment by the Company on the Company’s regular pay dates (subject to customary withholding and deductionspayroll taxes and early termination upon the Executive’s employment with a new employer).
Appears in 3 contracts
Samples: Employment Agreement, Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to and accrued vacation through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not include any long-term incentive equity awards which would not be included in
Appears in 3 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer, severance pay (“Base Severance Pay”) in an the total amount equal to (A) one-half ( 1/2) of the Executive’s Base Annual Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve for six (126) month period months following termination of the Executive’s employment (subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer), plus after-tax cash payments equal continuation of all benefits at the level then offered to and enrolled in by the difference between Executive, until the premiums for COBRA continuation coverage that would be available to Executive and earlier of (x) six (6) months following the amount termination of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (A) if the Executive remains continuously employed by the Company through the date that is twelve (12) months from the Effective Date, the Severance Pay shall be automatically increased from one-half ( 1/2) of termination the Executive’s Annual Cash Compensation to three-quarters ( 3/4) of employmentthe Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer) for twelve (12) months following termination of the Executive’s employment plus continuation of all benefits for the number of months of Severance Pay to which Executive has become entitled; and (B) for every twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of severance (i.e., an additional one-twelfth ( 1/12) of the Executive’s Annual Cash Compensation) up to a total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive’s Annual Cash Compensation)., to be paid in equal installments over the number of months of Severance Pay to which Executive has become entitled on the Company’s regular pay dates (subject to applicable withholdings and deductions and early termination upon the Executive’s employment with a new employer) plus continuation of all benefits for the
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid Executive’s Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) Executive’s Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not
Appears in 2 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his her estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his her employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s commencement of employment with a new employer (written notice of which shall be promptly provided by the Executive to the Company), severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer), plus after-tax plus, if the Executive elects to continue her health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive cash payments equal to the difference between the premiums for her COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer).
Appears in 2 contracts
Samples: Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his his/her estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his his/her employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 2 contracts
Samples: Employment Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 2 contracts
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp), Employment Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to and accrued vacation through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the
Appears in 2 contracts
Samples: Employment Agreement (First American Financial Corp), Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionswithholdings, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 2 contracts
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp), Employment Agreement
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(c) hereof or by the Executive pursuant to Section 7(a) hereofhereof after the Executive has relocated to the Chicago, or as a result of Non-Renewal by the CompanyIllinois metropolitan area, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s commencement of employment with a new employer (written notice of which shall be promptly provided by Executive to the Company), severance pay (“Base Severance Pay”) in an amount equal to (A) one-quarter (1/4) of the Executive’s Base Annual Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve three (123) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions)employment, plus after-tax cash payments equal continuation of all benefits at the level then offered to and enrolled in by the difference between Executive, until the premiums for COBRA continuation coverage that would be available to Executive and earlier of (x) three (3) months following the amount termination of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (B) if the Executive remains continuously employed by the Company through the date that is twelve (12) months from the Effective Date, the Severance Pay shall be automatically increased from one-quarter (1/4) of termination the Executive’s Annual Cash Compensation to one-half (1/2) of employmentthe Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates over the six (subject 6) month period following termination of the Executive’s employment, plus continuation of all benefits at the level then offered to applicable tax withholdings and deductionsenrolled in by the Executive, until the earlier of (x) six (6) months following the termination of the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; and, further provided that, (C) for every additional twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of Severance Pay (i.e., an additional one-twelfth (1/12) of the Executive’s Annual Cash Compensation) up to a total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive’s Annual Cash Compensation), to be paid in equal installments on the Company’s regular pay dates over the number of months of Severance Pay to which Executive has become entitled, plus continuation of all benefits at the level then offered to and enrolled in by the Executive, until the earlier of (x) the number of months of Severance Pay to which Executive has become entitled or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer.
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to this Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), fifty percent (50%) of which will be paid on the first business day following the 12-month anniversary of the date of termination pursuant and fifty percent (50%) of which will be paid in twelve installments equal to Section 6(b1/24th of the Severance Amount, the first payment of which will be made on the 29th day following termination and the remaining eleven payments of which will be made on the first business day of each calendar month thereafter. For the purpose of determining the Median Bonus, the value of (1) the portion of any annual bonus paid in the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the grant date and (2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment, modification or successor thereto, the “SERP”). For the avoidance of doubt, “median” means, with respect to a set of three amounts, the middle amount and not the highest or the lowest amount, unless two of the amounts in the set are the same amount, in which case “median” means the amount which occurs twice in the set. In exchange for Employer’s agreement to pay the Severance Amount and as a condition thereto, Executive agrees to execute (within 21 days following the date of termination of employment), eligibility for life deliver and not revoke (within the time period permitted by applicable law) a general release of the Related Companies and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever, including all such claims arising from or disability insurance benefits in connection with Executive’s employment or termination of employment with Employer or this Agreement (including, without limitation, civil rights claims), in such form as is reasonably requested by Employer. Executive’s right to receive the Severance Amount is conditioned upon the release described in the preceding sentence becoming irrevocable within the prescribed time period. In addition, Executive’s right to receive the Severance Amount shall immediately cease in the event that Executive violates any of the provisions of Sections 5(e7 or 8. Apart from the payments set forth in this Section 5.4(a) or and the benefits to which Executive may be entitled under the Employment Arrangements (fas defined below), as applicable. Such payments upon such termination Employer shall be made have no further liability whatsoever to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7Executive.
(b) In the event of the termination of the Term (and Executive’s employment) pursuant to Sections 5.1 or 5.2 or, if Executive’s employment does not continue on an at-will basis or pursuant to another agreement, upon the expiration of the Term, Employer shall be obligated to pay Executive (or, in the case of a termination under Section 5.1, Executive’s heir or successor) the Base Salary through the date of termination and any annual bonus earned for any fiscal year completed before the date of termination, in each case, that remains unpaid as of the date of termination. Apart from the payments set forth in this Section 5.4(b) and the benefits to which Executive may be entitled under the Employment Arrangements, upon such termination or expiration, as the case may be, Employer shall have no further liability whatsoever to Executive.
(c) If the (i) Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal Without Cause by the Company, the Executive shall be entitled to, in lieu of any further payments Employer prior to the Executive for periods subsequent to expiration of the Term, (ii) as of the date of termination:
such termination Executive has not yet reached his “Early Retirement Date”, as defined in the SERP and (iiii) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to reached his “Early Retirement Date” during the Company’s then-effective bonus plan Term had his employment not been earlier terminated, which Executive will be deemed to be vested in the SERP on the date he would have reached his “Early Retirement Date” and he will begin receiving payments under the SERP on such date as otherwise provided in, and otherwise subject to the provisions of, the SERP; provided, however, that in such circumstance Executive’s “Final Average Compensation” (or equivalent) for purposes of the SERP shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end determined as of the year in which termination occurs, which determination will be based on the actual performance date of the Company;termination of his employment.
(iiid) Any accrued but unpaid benefits under Section 5 hereof If it becomes known that Executive’s employment will terminate for any period prior to the effective date of terminationreason, Employer may, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below its sole discretion and subject to applicable withholdings its other obligations under this Agreement, relieve Executive of his duties under this Agreement and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) assign Executive other reasonable duties and responsibilities to be paid in equal installments on performed until the Company’s regular pay dates over termination becomes effective.
(e) In the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage event that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, any payment or benefit received or to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings received by Executive under this Agreement and deductions).all other arrangements or programs, including any acceleration of vesting of stock options, restricted stock, restricted stock units, deferred
Appears in 1 contract
Samples: Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus plus, if the Executive timely elects to continue his health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid Executive’s Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) Executive’s Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment,
Appears in 1 contract
Samples: Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his her estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his her employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus plus, if the Executive timely elects to continue her health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for her COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the Executiveevent of Employer’s termination of Employee’s employment other than for reasons outlined in Sections 5.1, 5.2(a), or 5.2(b), Employee shall receive Employee’s base salary as set forth in Section 4.1 which would otherwise have been payable to Employee during the remaining balance of the Term had Employee’s employment not been so terminated, payable at the times and in the manner dictated by Employer’s standard payroll policies. As a condition of receiving any such continued base salary for which Employee otherwise qualifies under this Section 5.3(a), Employee agrees to execute, deliver and not revoke (within the time period permitted by applicable law) a general release of Employer and the Related Companies, as well as their respective officers, directors, employees and owners, from any and all claims, obligations and liabilities of any kind whatsoever arising from or in connection with Employee’s employment or termination of employment with Employer or this Agreement (including, without limitation, civil rights claims), in such form as is terminated requested by Employer. Employee’s right to receive any such continued base salary for which Employee otherwise qualifies under this Section 5.3(a) shall immediately cease in the Company pursuant event that Employee violates any of the provisions of Sections 6, 7 or 8. Subject to Section 6(a19 below, payments under this Section 5.3(a) or 6(b) hereof or by shall accrue until the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiverelease is irrevocably effective, with respect to the period prior to the effective date of termination:
accrued amounts paid as soon as practicable thereafter (iand in any event within thirty (30) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(bdays thereafter), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If In the Executiveevent of any termination of Employee’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereofby Employer, or as a result of Non-Renewal by the Company, the Executive then Employer shall be entitled toobligated to pay Employee (or, in lieu the case of any further payments to a termination under Section 5.1, Employee’s heir or successor) the Executive for periods subsequent to minimum annual base salary earned, PTO accrued hereunder through the date of termination:, and all other amounts required under applicable law.
(ic) Any unpaid Base Salary under Section 3(aApart from the payments set forth in Sections 5.3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminatedand 5.3(b), which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occursif applicable, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the ExecutiveEmployee’s employment (subject by Employer, Employer shall have no further liability whatsoever to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)Employee.
Appears in 1 contract
Samples: Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid her Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) her Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus
Appears in 1 contract
Samples: Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the :
(i) Any unpaid base salary under Section 3(a) hereof for any period prior to the effective date of termination:;
(ii) If applicable, a pro rata payment for bonus under Section 3(b) hereof for any period prior to the effective date of such termination;
(iii) Any accrued but unpaid benefits under Section 5 hereof.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(b) hereof, the Executive shall be entitled to, in lieu of any further salary payments to the Executive for periods subsequent to the date of termination;
(i) Any unpaid Base Salary base salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of terminationhereof; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsbelow, severance pay (“Base Severance Pay”) in an the total amount equal to (A) one-half ( 1/2) of the Executive’s Base Annual Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve for six (126) month period months following termination of the Executive’s employment by the Company (subject to applicable withholdings customary withholding and deductionspayroll taxes and early termination upon the Executive’s employment with a new employer), plus after-tax cash payments equal continuation of all benefits at the level then offered to and enrolled in by the difference between Executive, until the premiums for COBRA continuation coverage that would be available to Executive and earlier of (x) six (6) months following the amount termination of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s employment by the Company or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (A) if the Executive remains continuously employed by the Company through the date that is twelve (12) months from the Effective Date, the severance benefits contained in this clause (iii) shall be automatically increased from one-half ( 1/2) of termination the Executive’s Annual Cash Compensation to three-quarters ( 3/4) of employmentthe Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates (subject to customary withholding and payroll taxes and early termination upon the Executive’s employment with a new employer) for twelve (12) months following termination of the Executive’s employment by the Company plus continuation of all benefits for such twelve-month period; and (B) for every twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of severance (i.e., an additional one-twelfth ( 1/12) of the Executive’s Annual Cash Compensation) up to a total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive’s Annual Cash Compensation), to be paid in equal installments over the then applicable tax withholdings period following termination of the Executive’s employment by the Company on the Company’s regular pay dates (subject to customary withholding and deductionspayroll taxes and early termination upon the Executive’s employment with a new employer) plus continuation of all benefits for such additional month(s).
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits benefits, including vacation accrued pursuant to the Company’s vacation policy, under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits benefits, including vacation accrued pursuant to the Company’s vacation policy, under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to (A) the Executive’s Base Cash Compensation (as defined below) for a period of twenty-four (24) months (“Base Severance Pay”), to be paid in equal installments on the Company’s regular pay dates over the twelve twenty-four (1224) month period following the date of the termination of the Executive’s employment (subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer), plus after-tax (B) any unpaid bonus for a completed performance period that the Executive would have earned had he remained employed through date of payment, as determined by the Company and paid at the same time bonuses are paid to other senior executives, and (C) if the Executive elects to continue his health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employmentplans, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)) until the earlier of (x) two (2) years following the termination of the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer.
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his her estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A Notwithstanding anything herein to the contrary, a pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his her employment not been terminatedterminated (if any), which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax plus, if the Executive elects to continue his health, dental, and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Rights and Obligations Upon Termination. Upon termination of this Agreement the parties shall have the following rights and obligations:
(a1) If Confidential Information shall be dealt with as described in Section 13(a)7.
(2) SEEC shall provide to VIASOFT within thirty (30) days after termination, that number of copies of Licensed Programs (in the Executive’s employment is terminated mix requested by VIASOFT) such that the number of copies multiplied by the Company applicable minimum domestic License Royalty under Section 4(a) (using the highest published domestic list price for each product in the mix for the prior twelve (12) months) is equal to the amount of unrecoverable unearned Advances, if any. VIASOFT and its Sub-distributors may continue to sublicense to end-users such existing inventories of Licensed Programs as they receive pursuant to the preceding sentence or as they may have in their possession at the time notice of termination is received or sent by VIASOFT, for VIASOFT License Royalties as set forth in Section 4 of this Agreement.
(3) VIASOFT may, at its sole option, continue to provide Level 1 support and maintenance services as set forth in Exhibit B, to end-users who have purchased Licensed Programs prior to termination or pursuant to Section 6(a16(f) (2) above pertaining to sale of existing inventory, or 6(b) hereof or by the Executive pursuant to Section 7(b16(f) hereof(4) below, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right a period not to receive, with respect to the period prior to the effective date of termination:
exceed three (i3) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to years from the date of termination:
. If VIASOFT elects to provide such service, support and maintenance to such customers, SEEC shall have the obligation to continue to provide Maintenance and Support Services set forth in Exhibit B of this 44 Agreement to such VIASOFT customers for a maintenance royalty of thirty percent (i30%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminatedVIASOFT's invoiced maintenance revenue, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;Section 4 of this Agreement.
(iv4) Conditioned upon Upon termination by SEEC of this Agreement other than under the Executive’s strict compliance with provisions of Sections 16(c) or 16 (e) above, VIASOFT may, for a period of two (2) years from date of termination, continue to sell Add-ons to end-users who are existing customers of VIASOFT at the post-employment restrictions described time of termination, and to VIASOFT customers to whom inventory is sold under the provisions of Section 16(f) (2) above, for a royalty of forty percent (40%) of VIASOFT's invoiced revenues therefor, or the minimum royalty specified in Section 9 below and subject to applicable withholdings and deductions4 of this Agreement, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to whichever is higher, which royalties shall be paid in equal installments on accordance with the Company’s regular pay dates over provisions of Section 4 of this Agreement. If SEEC requests, VIASOFT shall provide reasonable proof to SEEC that each such customer qualifies for the purchase of such Add-ons under this provision. SEEC shall not sell Licensed Programs to Protected Customers under Section 2(h) for the remainder of the twelve (12) month period following of protection applicable thereto, provided that there can be no new protection available after the termination date.
(5) End-user sublicense agreements granted under the terms of this Agreement and prior to any termination thereof, or in accordance with Section 16(f) (2) (pertaining to sale of inventory) and Section 16(f)(4) (pertaining to Add-ons), shall continue in full force and effect notwithstanding any termination of this Agreement.
(6) If, during the Executive’s employment term of this Agreement or the three (subject to applicable withholdings and deductions3) year period described in Section 16 (f) (3), plus after-tax cash VIASOFT publicly states or notifies VIASOFT's customers of VIASOFT's intentions to abandon support for the Licensed Programs, VIASOFT will, at SEEC's option, assign to SEEC the Maintenance Agreements for the Licensed Programs, provided that SEEC
(i) provides Maintenance Support Services pursuant to Exhibit B, including Levex 0 xxxport, for the remainder of the Maintenance Agreements and any renewals of the same, and
(ii) pays VIASOFT twenty percent (20%) of all future maintenance revenue for the Licensed Programs that SEEC invoices to such customers during the three (3) year period following such assignment. Such payments equal shall be paid to VIASOFT within ninety (90) days following the end of the month in which SEEC invoices such customers, and otherwise as is provided in Section 8 (b) (concerning SEEC Royalties). With respect to each Maintenance Agreement assigned to SEEC pursuant to this Section 16(f) (6), if such assignment occurs prior to the difference between end of a term for which the premiums relevant End User has paid (or is obligated to pay) to VIASOFT a "Support Fee" under such Maintenance Agreement, then the amounts payable to VIASOFT and SEEC with respect to such Support Fee under this Agreement for COBRA continuation coverage that would the portion of such term before and after such assignment will be available pro rated as follows (with the Support Fee being divided evenly over each month) - For each month before the Maintenance Agreement is assigned including the month of assignment, SEEC shall be entitled to Executive and the amount of premiums paid by similarly-situated active employees applicable Maintenance Royalty. For each month following assignment of the Company under the Company’s healthagreement, dental, and/or vision insurance plans SEEC shall be entitled to eighty percent (calculated as 80%) of the first calendar month following Executive’s termination and then multiplied Support Fee. The net amount owing to SEEC as the result of assignment will be recovered by 12 months), for a period of one SEEC offsetting such amount against payments SEEC owes to VIASOFT pursuant to Section 16(f) (16) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductionsii).
Appears in 1 contract
Samples: International Software Marketing and License Agreement (Seec Inc)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits benefits, including vacation accrued pursuant to the Company’s vacation policy, under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits benefits, including vacation accrued pursuant to the Company’s vacation policy, under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to (A) the Executive’s Base Cash Compensation (as defined below) for a period of twenty-four (24) months (“Base Severance Pay”), to be paid in equal installments on the Company’s regular pay dates over the twelve twenty-four (1224) month period following the date of the termination of the Executive’s employment (subject to applicable withholdings and deductions), plus (B) any earned and unpaid bonus for a completed performance period that the Executive would have earned had he remained employed through date of payment, as determined by the Company and paid at the same time bonuses are paid to other senior executives, based upon the actual performance of the Company and (C) after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 24 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)) until two (2) years following the termination of the Executive’s employment.
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If Upon the Executive’s employment is terminated by the Company pursuant to Section 6(a) expiration or 6(b) hereof or by the Executive pursuant to Section 7(b) hereoftermination of this Agreement, the Executive or his estate Operator shall have no further rights against under this Agreement (except as set forth in Section 13.14) and shall not be entitled to receive any further payments under this Agreement except as set forth in this Section 6.6.
(b) Upon the Addus HealthCare Group hereundertermination of this Agreement pursuant to Sections 6.4 or 6.5, except Owner shall pay a termination fee of (i) ***** if such termination takes place within the first ***** following the Commencement Date, (ii) ***** if such termination takes place between ***** and ***** following the Commencement Date, (iii) ***** if such termination takes place between ***** and ***** following the Commencement Date and (iv) ***** if such termination takes place after ***** following the Commencement Date.
(c) Upon the expiration or termination of this Agreement Owner shall pay Operator its reasonable and duly documented costs to demobilize from the Facility; provided, however that the Operator shall only be obligated to pay demobilization costs for Legacy Employees that continue to be employed by Operator, which demobilization costs shall not exceed $60,000 per person.
(d) In the right to receive, with respect to the period prior to the effective date of terminationevent this Agreement is terminated or expires by its terms:
(i) Any unpaid Base Salary under Section 3(a) hereof Owner shall have the right to take possession of all of the Equipment, Consumables, fuel, tools, spare parts, and other supplies located at the Site for any period prior the *** Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the effective date omitted portions. purpose of terminationperforming the Services that were paid for by Owner and may employ any other Person to perform the Services by whatever method Owner may deem expedient;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior Owner and Operator shall continue to the effective date be bound by such provisions of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to this Agreement that survive the date of termination:
(i) Any unpaid Base Salary under termination as set forth in Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company13.14;
(iii) Any accrued but unpaid benefits under Section 5 hereof Operator shall, at Owner’s expense, perform (for any a period prior not to exceed thirty (30) days following termination) the following relative to the effective Services affected by termination action to the extent reasonably requested by Owner: (A) discontinue the Services as of the date of termination, in accordance with the terms termination of this Agreement or such earlier date specified by Owner; (B) place no further orders or subcontracts for Equipment or Services as of the date of termination of this Agreement or such earlier date specified by Owner; (C) as of the termination date or such earlier date designated by Owner, assign to Owner or its designee all orders, subcontracts and other contractual agreements related solely to the Services or Facility as may be designated by Owner, provided that (I) Owner or its designee shall assume Operator’s obligations under such agreements from and after the date of such assignment, (II) such assignment is permitted under the applicable plan agreement and (III) Operator shall be entitled to retain such rights under such agreements as are necessary to prosecute at Owner’s expense a claim against the counterparty for amounts owing Operator for which Owner has not reimbursed Operator and to enforce rights with respect to liabilities that Operator may have to Owner after such assignment, provided that Operator shall keep Owner informed about and cooperate with Owner with respect to any such action against a counterparty so as to minimize any adverse effect on the relationship between Owner and counterparty; (D) promptly make every reasonable effort to procure cancellations of all such orders and agreements not so assigned upon terms reasonably satisfactory to Owner; (E) assist Owner in preparing an inventory of all Equipment, tools, Consumables, spare parts and other supplies in use or arrangementin storage at the Site; (F) assist Owner in training Operator’s successor and in otherwise transitioning Operator’s successor; and (G) remove from the Site goods, equipment, material and the like belonging to Operator;
(iv) Conditioned upon Operator will make the Executive’s strict compliance with Facility Work Force available to Owner, its Affiliate or designee (the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance PaySubsequent Operator”) in an amount equal to discuss potential employment with such Subsequent Operator. Such Subsequent Operator may make offers of employment to such employees and such employees that are hired shall become the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under Subsequent Operator. Owner shall be responsible for termination issues and/or severance costs associated with any employees of Operator who were not Legacy Employees and who are terminated by Operator and not hired by the Company’s health, dental, and/or vision insurance plans (calculated as Subsequent Operator. “Legacy Employees” are persons who were employees of Operator or its Affiliates on the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination this Agreement or who were employed thereafter by Operator or its Affiliates for facilities other than the Facility (or any other facility owned by Owner or an Affiliate of employment, Owner) and were subsequently moved to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)Facility.
Appears in 1 contract
Samples: Operation and Maintenance Agreement (Kgen Power Corp)
Rights and Obligations Upon Termination. (a) If Upon the Executive’s employment is terminated by the Company pursuant to Section 6(a) expiration or 6(b) hereof or by the Executive pursuant to Section 7(b) hereoftermination of this Agreement, the Executive or his estate Operator shall have no further rights against under this Agreement (except as set forth in Section 13.14) and shall not be entitled to receive any further payments under this Agreement except as set forth in this Section 6.6.
(b) Upon the Addus HealthCare Group hereundertermination of this Agreement pursuant to Sections 6.4 or 6.5, except Owner shall pay a termination fee of (i) ***** if such termination takes place within the first ***** following the Commencement Date, (ii) ***** if such termination takes place between ***** and ***** following the Commencement Date, (iii) ***** if such termination takes place between ***** and ***** following the Commencement Date and (iv) ***** if such termination takes place after ***** following the Commencement Date.
(c) Upon the expiration or termination of this Agreement Owner shall pay Operator its reasonable and duly documented costs to demobilize from the Facility; provided, however that the Operator shall only be obligated to pay demobilization costs for Legacy Employees that continue to be employed by Operator, which demobilization costs shall not exceed $60,000 per person.
(d) In the right to receive, with respect to the period prior to the effective date of terminationevent this Agreement is terminated or expires by its terms:
(i) Any unpaid Base Salary under Section 3(a) hereof Owner shall have the right to take possession of all of the Equipment, Consumables, fuel, tools, spare parts, and other supplies located at the Site for the purpose of performing the Services that were paid for by Owner and may employ any period prior other Person to perform the effective date of terminationServices by whatever method Owner may deem expedient;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior Owner and Operator shall continue to the effective date be bound by such provisions of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to this Agreement that survive the date of termination:
(i) Any unpaid Base Salary under termination as set forth in Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company13.14;
(iii) Any accrued but unpaid benefits under Section 5 hereof Operator shall, at Owner’s expense, perform (for any a period prior not to exceed thirty (30) days following termination) the following relative to the effective Services affected by termination action to the extent reasonably requested by Owner: (A) discontinue the Services as of the date of terminationtermination of this Agreement or such earlier date specified by Owner; (B) place no further orders or subcontracts for Equipment or Services as of the date of termination of this Agreement or such earlier date specified by Owner; (C) as of the termination date or such earlier date designated by Owner, in accordance assign to Owner or its designee all orders, subcontracts and other contractual agreements related solely to the Services or Facility as may be designated by Owner, provided that (I) Owner or its designee shall assume Operator’s obligations under such agreements from and after the date of such assignment, (II) such assignment is permitted under the applicable agreement and (III) Operator shall be entitled to retain such rights under such agreements as are necessary to prosecute at Owner’s expense a claim against the counterparty for amounts owing Operator for which Owner has not reimbursed Operator and to enforce *** Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. rights with respect to liabilities that Operator may have to Owner after such assignment, provided that Operator shall keep Owner informed about and cooperate with Owner with respect to any such action against a counterparty so as to minimize any adverse effect on the relationship between Owner and counterparty; (D) promptly make every reasonable effort to procure cancellations of all such orders and agreements not so assigned upon terms reasonably satisfactory to Owner; (E) assist Owner in preparing an inventory of all Equipment, tools, Consumables, spare parts and other supplies in use or in storage at the applicable plan or arrangementSite; (F) assist Owner in training Operator’s successor and in otherwise transitioning Operator’s successor; and (G) remove from the Site goods, equipment, material and the like belonging to Operator;
(iv) Conditioned upon Operator will make the Executive’s strict compliance with Facility Work Force available to Owner, its Affiliate or designee (the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance PaySubsequent Operator”) in an amount equal to discuss potential employment with such Subsequent Operator. Such Subsequent Operator may make offers of employment to such employees and such employees that are hired shall become the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company under Subsequent Operator. Owner shall be responsible for termination issues and/or severance costs associated with any employees of Operator who were not Legacy Employees and who are terminated by Operator and not hired by the Company’s health, dental, and/or vision insurance plans (calculated as Subsequent Operator. “Legacy Employees” are persons who were employees of Operator or its Affiliates on the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination this Agreement or who were employed thereafter by Operator or its Affiliates for facilities other than the Facility (or any other facility owned by Owner or an Affiliate of employment, Owner) and were subsequently moved to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)Facility.
Appears in 1 contract
Samples: Operation and Maintenance Agreement (Kgen Power Corp)
Rights and Obligations Upon Termination. (a) If In the Executive’s employment is terminated event of termination by the Company SCHERING pursuant to Section 6(a14.2(a)(ii) or 6(b) hereof or by the Executive IDEC pursuant to Section 7(b14.3 (a) hereofor by IDEC pursuant to Section 14.4 due to SCHERING's material breach, the Executive or his estate SCHERING shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior make its personnel and other resources reasonably available to IDEC as necessary to effect an orderly transition of development and/or commercialization responsibilities, with the effective date cost of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior such personnel and resources to be borne by IDEC after the effective date of termination; and
(iiiii) In the case of termination pursuant grant IDEC a non-revocable, royalty free license under Section 8.2, provided that IDEC reimburse SCHERING for all royalties it must pay to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services Third Parties on account of the Executive for the required notice period specified development, use, manufacture or sale of Licensed Product in Section 7Licensed Territory.
(b) If In the Executive’s employment is terminated event of termination by SCHERING pursuant to Section 6(c) hereof or Section 7(a) hereof14.2(a)(i), or as a result of Non-Renewal by the Company, the Executive IDEC shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary remain responsible for (A) its share of Development Costs for Licensed Product in the United States and (B) its supply obligations under Section 3(athe Supply Agreement; until, in the case of both (A) hereof and (B), IDEC has fully transferred, and enabled SCHERING to perform, all of IDEC's responsibilities under the Collaboration Agreement and the Supply Agreement, including, but not limited to, supplying SCHERING's requirements for any Licensed Product for a reasonable period prior of time to allow SCHERING to find an alternate source of supply; (ii) make its personnel and other resources reasonably available to SCHERING as necessary to effect an orderly transition of development and/or commercialization responsibilities, with the cost of such personnel and resources to be borne by SCHERING after the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
; and (iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior transfer to SCHERING all of IDEC's right, title, and interest in and to the effective date of termination, Licensed Product in accordance the United ---------- *_____* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the terms Secretary of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described Commission in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject 's Application Requesting Confidential Treatment pursuant to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount of premiums paid by similarly-situated active employees of the Company Rule 24b-2 under the Company’s healthSecurities Exchange Act of 1934, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)amended.
Appears in 1 contract
Samples: Collaboration & License Agreement (Idec Pharmaceuticals Corp / De)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid her Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) her Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not
Appears in 1 contract
Samples: Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his her estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A Notwithstanding anything herein to the contrary, a pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his her employment not been terminatedterminated (if any), which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus plus, if the Executive timely elects to continue her health, dental, and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for her COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionswithholdings, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus plus, if the Executive timely elects to continue his health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve (12) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus plus, if the Executive timely elects to continue his health, dental, and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp)
Rights and Obligations Upon Termination. (a) If In the event of Employer’s termination of the Term (and Executive’s employment is terminated by the Company employment) pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof5.3 (which, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receiveavoidance of doubt, with respect to the period prior to the effective date of terminationis a termination Without Cause), Employer shall pay Executive:
(i) Any unpaid his Base Salary under Section 3(a) hereof for any period prior to through the effective date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) Any accrued but unpaid benefits under Section 5 hereof any annual bonus earned for any period prior to fiscal year completed before the effective date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) In an amount (the case “Severance Amount”) equal to two (2) times the sum of termination (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to Section 6(bthis Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), eligibility for life or disability insurance benefits described in Sections 5(efifty percent (50%) or (f), as applicable. Such payments shall of which will be made to paid on the Executive whether or not first business day following the Company chooses to utilize the services 12-month anniversary of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
termination and fifty percent (i50%) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to the Executive’s Base Cash Compensation (as defined below) to be paid in twelve installments equal installments to 1/24th of the Severance Amount, the first payment of which will be made on the Company’s regular pay dates over the twelve (12) month period 29th day following termination of the Executive’s employment (subject to applicable withholdings and deductions), plus after-tax cash payments equal to the difference between the premiums for COBRA continuation coverage that would be available to Executive and the amount remaining eleven payments of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of which will be made on the first business day of each calendar month following Executive’s termination and then multiplied by 12 months)thereafter. For the purpose of determining the Median Bonus, for a period the value of one (1) year following the Executive’s date portion of termination of employment, to be any annual bonus paid in equal installments the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the Company’s regular pay dates grant date and (subject 2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to applicable tax withholdings and deductions).the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment,
Appears in 1 contract
Samples: Employment Agreement (First American Financial Corp)
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(c) hereof or Section 7(a) hereofhereof after the Executive has relocated to the Chicago, or as a result of Non-Renewal by the CompanyIllinois metropolitan area, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer, severance pay (“Base Severance Pay”) in an the total amount equal to (A) one-half ( 1/2) of the Executive’s Base Annual Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve for six (126) month period months following termination of the Executive’s employment (subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s employment with a new employer), plus after-tax cash payments equal continuation of all benefits at the level then offered to and enrolled in by the difference between Executive, until the premiums for COBRA continuation coverage that would be available to Executive and earlier of (x) six (6) months following the amount termination of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (A) if the Executive remains continuously employed by the Company through the date that is twelve (12) months from the Effective Date, the Severance Pay shall be automatically increased from one-half ( 1/2) of termination the Executive’s Annual Cash Compensation to three-quarters ( 3/4) of employmentthe Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).deductions and early termination upon the Executive’s employment with a new employer) for twelve (12) months following termination of the Executive’s employment plus continuation of all benefits for the number of months of Severance Pay to which Executive has become entitled; and (B) for every twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of severance (i.e., an additional one-twelfth ( 1/12) of the Executive’s Annual Cash Compensation) up to a total of
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(c) hereof or by the Executive pursuant to Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his her employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsdeductions and early termination upon the Executive’s commencement of employment with a new employer (written notice of which shall be promptly provided by Executive to the Company), severance pay (“Base Severance Pay”) in an amount equal to (A) one-quarter (1/4) of the Executive’s Base Annual Cash Compensation (as defined below) to be paid in equal installments on the Company’s regular pay dates over the twelve three (123) month period following termination of the Executive’s employment (subject to applicable withholdings and deductions)employment, plus after-tax cash payments equal continuation of all benefits at the level then offered to and enrolled in by the difference between Executive, until the premiums for COBRA continuation coverage that would be available to Executive and earlier of (x) three (3) months following the amount termination of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (B) if the Executive remains continuously employed by the Company through the date that is twelve (12) months from the Effective Date, the Severance Pay shall be automatically increased from one-quarter (1/4) of termination the Executive’s Annual Cash Compensation to one-half (1/2) of employmentthe Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates over the six (subject 6) month period following termination of the Executive’s employment, plus continuation of all benefits at the level then offered to applicable tax withholdings and deductionsenrolled in by the Executive, until the earlier of (x) six (6) months following the termination of the Executive’s employment or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer; and, further provided that, (C) for every additional twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of Severance Pay (i.e., an additional one-twelfth (1/12) of the Executive’s Annual Cash Compensation) up to a total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive’s Annual Cash Compensation), to be paid in equal installments on the Company’s regular pay dates over the number of months of Severance Pay to which Executive has become entitled, plus continuation of all benefits at the level then offered to and enrolled in by the Executive, until the earlier of (x) the number of months of Severance Pay to which Executive has become entitled or (y) the date that the Executive is eligible to receive coverage and benefits from a new employer.
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(bParagraph 6 (a) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group Company hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section Paragraph 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits under Section Paragraph 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7hereof.
(b) If the Executive’s employment is terminated by the Company pursuant to Section 6(c) hereof or Section 7(aParagraph 6(b) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further salary payments to the Executive for periods subsequent to the date of termination:;
(i) Any unpaid Base Salary under Section Paragraph 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the payment for bonus under Section Paragraph 3(b) hereof based on what Executive would have been entitled to receive pursuant for any period prior to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount date of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Companysuch termination;
(iii) Any accrued but unpaid benefits under Section Paragraph 5 hereof for any period prior to the effective date of terminationhereof, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductionsbelow, severance pay (“Base Severance Pay”) Pay in an the total amount equal to one (1) times the Executive’s Base Annual Cash Compensation (as defined belowhereinafter defined) to be paid in equal installments on the Company’s regular pay dates over the twelve for one (121) month period year following termination of the Executive’s employment by the Company (subject to applicable withholdings customary withholding and deductionspayroll taxes), plus plus, if the Executive timely elects to continue his health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months)plans, for a period of one twelve (112) year months following the Executive’s date of termination of employment, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions).
Appears in 1 contract
Rights and Obligations Upon Termination. (a) If the Executive’s employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) Any accrued but unpaid benefits benefits, including vacation accrued pursuant to the Company’s vacation policy, under Section 5 hereof for any period prior to the effective date of termination; and
(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable. Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.
(b) If the Executive’s employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:
(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;
(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Company’s then-effective bonus plan had his employment not been terminated, which shall be payable following the time the Company determines the amount of bonuses payable to its executives following the end of the year in which termination occurs, which determination will be based on the actual performance of the Company;
(iii) Any accrued but unpaid benefits benefits, including vacation accrued pursuant to the Company’s vacation policy, under Section 5 hereof for any period prior to the effective date of termination, in accordance with the terms of the applicable plan or arrangement;
(iv) Conditioned upon the Executive’s strict compliance with the post-employment restrictions described in Section 9 below and subject to applicable withholdings and deductions, severance pay (“Base Severance Pay”) in an amount equal to (A) the Executive’s Base Cash Compensation (as defined below) for a period of twenty-four (24) months (“Base Severance Pay”), to be paid in equal installments on the Company’s regular pay dates over the twelve twenty-four (1224) month period following the date of the termination of the Executive’s employment (subject to applicable withholdings and deductions), plus (B) any earned and unpaid bonus for a completed performance period that the Executive would have earned had he remained employed through date of payment, as determined by the Company and paid at the same time bonuses are paid to other senior executives, based upon the actual performance of the Company and (C) if the Executive timely elects to continue his health, dental and/or vision insurance coverage under COBRA, the Executive shall be eligible to receive after-tax cash payments equal to the difference between the premiums for his COBRA continuation coverage that would be available to Executive premiums and the amount of premiums paid by similarly-situated active employees of the Company under the Company’s health, dental, dental and/or vision insurance plans (calculated as of the first calendar month following Executive’s termination and then multiplied by 12 months), for a period of one (1) year following the Executive’s date of termination of employmentplans, to be paid in equal installments on the Company’s regular pay dates (subject to applicable tax withholdings and deductions)) until two (2) years following the termination of the Executive’s employment.
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Addus HomeCare Corp)
