Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party. (a) The Executive will be paid an amount equal to two times the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 equal monthly installments (without interest), beginning 30 days following the date of termination of employment. (b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangements, the executive will also be paid an amount equal to (i) 22.5%, times (ii) the highest Annual Base Salary paid to him under this Agreement, times (iii) two. Such amount shall be paid to him in 24 equal monthly installments at the same time as the payments in Subsection (a) are paid. (c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESC, are such that he becomes subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), ESC shall pay him such additional amount or amounts as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and the value of such benefits) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits been subject only to income and employment taxation. For purposes of the preceding sentence, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he she may be entitled under the terms of any plans or programs of ESC in which he she is a participant or to which he she is a party.
(a) The Executive will be paid an amount equal to two times one time the sum of (i) the highest Annual Base Salary paid to him her at any time under this Agreement, and (ii) the average of the annual bonuses paid to him her with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 12 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he she may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangements, the executive will also be paid an amount equal to (i) 22.5%, times (ii) the highest Annual Base Salary paid to him her under this Agreement, times (iii) twoone. Such amount shall be paid to him her in 24 12 equal monthly installments at the same time as the payments in Subsection (a) are paid.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESC, are such that he she becomes subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), ESC shall pay him her such additional amount or amounts as will result in his her retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and the value of such benefits) of a net amount equal to the net amount he she would have retained had the initially calculated payments and benefits been subject only to income and employment taxation. For purposes of the preceding sentence, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-above- referenced rate or the interest he she is required to pay taxing authorities, plus (ii) any penalties assessed against him her by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.. SE Employment Contract f 7
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party.
(a) The Executive will be paid an amount equal to two times one time the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 12 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangementsarrangements not referred to in Clause (ii) of this subsection, the executive Executive will also be paid an amount equal to or provided the lesser value of (i) (A) 22.5%, times (iiB) the highest Annual Base Salary paid to him under this Agreement, times (iiiC) twoone, or (ii) 12 months of tax-effected (determined based on the highest relevant marginal federal, state and local rates) employee welfare benefits substantially similar to those the Executive enjoyed during the 12-month period immediately prior to his termination. Such amount (To the extent any “in kind” benefit cannot be provided for any reason, and Clause (ii) is applicable, tax-effected cash payments in lieu thereof shall be paid made to him in 24 equal monthly installments the Executive at the same such time as the payments benefit would otherwise be provided and at such time as any estimated or other tax payment is required.) Any applicable COBRA health care continuation coverage period under Code Section 4980B shall run consecutively with the 12-month period described in Subsection Clause (a) are paidii), if such clause applies.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESCESC (the “Payments”), are such that he becomes subject to the excise tax provisions of Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)4999, ESC shall pay him such additional amount or amounts (the “Gross-Up Payment”) as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and with respect to the value of such benefitsPayments) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits Payments been subject only to income and employment taxation; provided that the Gross-Up Payment results in an after-tax payment amount to the Executive at least 10% greater than the Executive’s after-tax position without the Gross-Up Payment. In the event that the after-tax benefit would not meet this threshold, the Payments will be reduced in such amount as is reasonably deemed necessary by ESC so that no excise tax is imposed. Subject to any provision of the Code that would or could otherwise have a material adverse impact on the Executive, he shall be entitled to determine those severance payments and benefits retained and those waived in arriving at the contemplated reduction. For purposes of determining the preceding sentenceGross-Up Payment, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
(d) In no event shall the equivalent (or reference) years of benefits under this section operate in any manner to result in the crediting of additional years of service under any plan, program or arrangement of ESC, except to the extent otherwise explicitly provided by the terms of any such plan, contract or arrangement.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party.
(a) The Executive will be paid an amount equal to two times the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangementsarrangements not referred to in Clause (ii) of this subsection, the executive Executive will also be paid an amount equal to or provided the lesser value of (i) (A) 22.5%, times (iiB) the highest Annual Base Salary paid to him under this Agreement, times (iiiC) two, or (ii) 24 months of tax-effected (determined based on the highest relevant marginal federal, state and local rates) employee welfare benefits substantially similar to those the Executive enjoyed during the 12-month period immediately prior to his termination. Such amount (To the extent any “in kind” benefit cannot be provided for any reason, and Clause (ii) is applicable, tax-effected cash payments in lieu thereof shall be paid made to him in 24 equal monthly installments the Executive at the same such time as the payments benefit would otherwise be provided and at such time as any estimated or other tax payment is required.) Any applicable COBRA health care continuation coverage period under Code Section 4980B shall run consecutively with the 24-month period described in Subsection Clause (a) are paidii), if such clause applies.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESCESC (the “Payments”), are such that he becomes subject to the excise tax provisions of Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)4999, ESC shall pay him such additional amount or amounts (the “Gross-Up Payment”) as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and with respect to the value of such benefitsPayments) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits Payments been subject only to income and employment taxation; provided that the Gross-Up Payment results in an after-tax payment amount to the Executive at least 10% greater than the Executive’s after-tax position without the Gross-Up Payment. In the event that the after-tax benefit would not meet this threshold, the Payments will be reduced in such amount as is reasonably deemed necessary by ESC so that no excise tax is imposed. Subject to any provision of the Code that would or could otherwise have a material adverse impact on the Executive, he shall be entitled to determine those severance payments and benefits retained and those waived in arriving at the contemplated reduction. For purposes of determining the preceding sentenceGross-Up Payment, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
(d) In no event shall the equivalent (or reference) years of benefits under this section operate in any manner to result in the crediting of additional years of service under any plan, program or arrangement of ESC, except to the extent otherwise explicitly provided by the terms of any such plan, contract or arrangement.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party.
(a) The Executive will be paid an amount equal to two three times the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 36 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangementsarrangements not referred to in Clause (ii) of this subsection, the executive Executive will also be paid an amount equal to or provided the lesser value of (i) (A) 22.5%, times (iiB) the highest Annual Base Salary paid to him under this Agreement, times (iiiC) twothree, or (ii) 36 months of tax-effected (determined based on the highest relevant marginal federal, state and local rates) employee welfare benefits substantially similar to those the Executive enjoyed during the 12-month period immediately prior to his termination. Such amount (To the extent any “in kind” benefit cannot be provided for any reason, and Clause (ii) is applicable, tax-effected cash payments in lieu thereof shall be paid made to him in 24 equal monthly installments the Executive at the same such time as the payments benefit would otherwise be provided and at such time as any estimated or other tax payment is required.) Any applicable COBRA health care continuation coverage period under Code Section 4980B shall run consecutively with the 36-month period described in Subsection Clause (a) are paidii), if such clause applies.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESCESC (the “Payments”), are such that he becomes subject to the excise tax provisions of Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)4999, ESC shall pay him such additional amount or amounts (the “Gross-Up Payment”) as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and with respect to the value of such benefitsPayments) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits Payments been subject only to income and employment taxation; provided that the Gross-Up Payment results in an after-tax payment amount to the Executive at least 10% greater than the Executive’s after-tax position without the Gross-Up Payment. In the event that the after-tax benefit would not meet this threshold, the Payments will be reduced in such amount as is reasonably deemed necessary by ESC so that no excise tax is imposed. Subject to any provision of the Code that would or could otherwise have a material adverse impact on the Executive, he shall be entitled to determine those severance payments and benefits retained and those waived in arriving at the contemplated reduction. For purposes of determining the preceding sentenceGross-Up Payment, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
(d) In no event shall the equivalent (or reference) years of benefits under this section operate in any manner to result in the crediting of additional years of service under any plan, program or arrangement of ESC, except to the extent otherwise explicitly provided by the terms of any such plan, contract or arrangement.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he she may be entitled under the terms of any plans or programs of ESC in which he she is a participant or to which he she is a party.
(a) The Executive will be paid an amount equal to two times one time the sum of (i) the highest Annual Base Salary paid to him her at any time under this Agreement, and (ii) the average of the annual bonuses paid to him her with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 12 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangementsarrangements not referred to in Clause (ii) of this subsection, the executive Executive will also be paid an amount equal to or provided the lesser value of (i) (A) 22.5%, times (iiB) the highest Annual Base Salary paid to him under this Agreement, times (iiiC) twoone, or (ii) 12 months of tax-effected (determined based on the highest relevant marginal federal, state and local rates) employee welfare benefits substantially similar to those the Executive enjoyed during the 12-month period immediately prior to his termination. Such amount (To the extent any “in kind” benefit cannot be provided for any reason, and Clause (ii) is applicable, tax-effected cash payments in lieu thereof shall be paid made to him in 24 equal monthly installments the Executive at the same such time as the payments benefit would otherwise be provided and at such time as any estimated or other tax payment is required.) Any applicable COBRA health care continuation coverage period under Code Section 4980B shall run consecutively with the 12-month period described in Subsection Clause (a) are paidii), if such clause applies.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESCESC (the “Payments”), are such that he becomes subject to the excise tax provisions of Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)4999, ESC shall pay him such additional amount or amounts (the “Gross-Up Payment”) as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and with respect to the value of such benefitsPayments) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits Payments been subject only to income and employment taxation; provided that the Gross-Up Payment results in an after-tax payment amount to the Executive at least 10% greater than the Executive’s after-tax position without the Gross-Up Payment. In the event that the after-tax benefit would not meet this threshold, the Payments will be reduced in such amount as is reasonably deemed necessary by ESC so that no excise tax is imposed. Subject to any provision of the Code that would or could otherwise have a material adverse impact on the Executive, he shall be entitled to determine those severance payments and benefits retained and those waived in arriving at the contemplated reduction. For purposes of determining the preceding sentenceGross-Up Payment, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
(d) In no event shall the equivalent (or reference) years of benefits under this section operate in any manner to result in the crediting of additional years of service under any plan, program or arrangement of ESC, except to the extent otherwise explicitly provided by the terms of any such plan, contract or arrangement.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination)Cause, Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party.
(a) The Executive will be paid an amount equal to two three times the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 36 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangementsarrangements not referred to in Clause (ii) of this subsection, the executive Executive will also be paid an amount equal to or provided the lesser value of (i) (A) 22.5%, times (iiB) the highest Annual Base Salary paid to him under this Agreement, times (iiiC) twothree, or (ii) 36 months of tax-effected (determined based on the highest relevant marginal federal, state and local rates) employee welfare benefits substantially similar to those the Executive enjoyed during the 12-month period immediately prior to his termination. Such amount (To the extent any “in kind” benefit cannot be provided for any reason, and Clause (ii) is applicable, tax-effected cash payments in lieu thereof shall be paid made to him in 24 equal monthly installments the Executive at the same such time as the payments benefit would otherwise be provided and at such time as any estimated or other tax payment is required.) Any applicable COBRA health care continuation coverage period under Code Section 4980B shall run consecutively with the 36-month period described in Subsection Clause (a) are paidii), if such clause applies.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESCESC (the “Payments”), are such that he becomes subject to the excise tax provisions of Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)4999, ESC shall pay him such additional amount or amounts (the “Gross-Up Payment”) as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and with respect to the value of such benefitsPayments) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits Payments been subject only to income and employment taxation; provided that the Gross-Up Payment results in an after-tax payment amount to the Executive at least 10% greater than the Executive’s after-tax position without the Gross-Up Payment. In the event that the after-tax benefit would not meet this threshold, the Payments will be reduced in such amount as is reasonably deemed necessary by ESC so that no excise tax is imposed. Subject to any provision of the Code that would or could otherwise have a material adverse impact on the Executive, he shall be entitled to determine those severance payments and benefits retained and those waived in arriving at the contemplated reduction. For purposes of determining the preceding sentenceGross-Up Payment, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
(d) In no event shall the equivalent (or reference) years of benefits under this section operate in any manner to result in the crediting of additional years of service under any plan, program or arrangement of ESC, except to the extent otherwise explicitly provided by the terms of any such plan, contract or arrangement.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
Rights in Event of Certain Termination of Employment. In the event that the Executive resigns from employment for Good Reason, by delivery of a Notice of Termination to ESC, or the Executive’s employment is terminated by ESC without Cause (but excluding a Disability termination), Executive shall be entitled to receive the amounts and benefits set forth in this section, in addition to accrued compensation, unreimbursed expenses described in Section 4(e), and the benefits to which he may be entitled under the terms of any plans or programs of ESC in which he is a participant or to which he is a party.
(a) The Executive will be paid an amount equal to two times one time the sum of (i) the highest Annual Base Salary paid to him at any time under this Agreement, and (ii) the average of the annual bonuses paid to him with respect to the three calendar years immediately preceding the year of termination (or such lesser number of whole calendar years during which this Agreement has then been in effect). Such amount will be paid to the Executive in 24 12 equal monthly installments (without interest), beginning 30 days following the date of termination of employment.
(b) In lieu of any additional benefits, except those to which he may be entitled under the terms of ESC’s employee benefit and other plans, contracts or arrangements, the executive will also be paid an amount equal to (i) 22.5%, times (ii) the highest Annual Base Salary paid to him under this Agreement, times (iii) twoone. Such amount shall be paid to him in 24 12 equal monthly installments at the same time as the payments in Subsection (a) are paid.
(c) In the event that the amounts and benefits payable under this section, when added to other amounts and benefits which may become payable to the Executive by ESC, are such that he becomes subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), ESC shall pay him such additional amount or amounts as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes on such payments and the value of such benefits) of a net amount equal to the net amount he would have retained had the initially calculated payments and benefits been subject only to income and employment taxation. For purposes of the preceding sentence, the Executive shall be deemed to be subject to the highest marginal federal, state, local and (if relevant) foreign tax rates. All calculations required to be made under this subsection shall be made by ESC’s independent public accountants, subject to the right of Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by ESC’s independent accountants. In the event any amounts paid hereunder by ESC are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse ESC to correct the error upon written notice from ESC, together with written confirmation of the same by ESC’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and unreimbursed). In the event any amounts paid hereunder by ESC are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, ESC will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he is required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, ESC shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.
Appears in 1 contract
Samples: Employment Agreement (Eastern Insurance Holdings, Inc.)
