Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4: (a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executive: (i) The Executive’s Salary for the period ending on the Date of Termination. (ii) Payment for unused vacation days, as determined in accordance with Company policy in effect from time to time. (iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement. (b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to: (i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of: (A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year, (B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination. (ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c). (c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to: (i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Termination. (ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b). (iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c). (iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafter.
Appears in 11 contracts
Samples: Employment Agreement (Atp Oil & Gas Corp), Employment Agreement (Atp Oil & Gas Corp), Employment Agreement (Atp Oil & Gas Corp)
Rights Upon Termination. The Executive’s right Upon the termination of the Contractor's employment pursuant to payments and benefits under Section 8 (Termination of Employment) of this Agreement for periods after his Date of Termination Agreement, the Contractor shall be determined in accordance with entitled to the following provisions of this paragraph 4compensation, benefits and reimbursements:
(a) If Basic Entitlements - For the Executive’s Date period preceding the effective date of the termination as set out in Section 8 (Termination occurs during the Agreement Term for any reasonof Employment) of this Agreement, the Company Contractor shall pay be entitled to the Executivecompensation, benefits and reimbursements described in Sections 3 (Base Compensation), 4 (Contractor Benefits) and 5 (Business Expenses).
(b) Termination or Deemed Termination Upon a Change in Control - If, within twelve (12) months after the occurrence of a Change of Control, either:
(i) The Executive’s Salary for the period ending on the Date of Termination.Contractor voluntarily resigns his or her employment; or
(ii) Payment the Company terminates the Contractor's employment for unused vacation days, as determined in accordance with Company policy in effect from time any reason other than Cause or Disability; then the Contractor shall be entitled to time.the following payments and benefits:
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:Base Compensation, payable in one lump sum within five (5) business days from the termination of the Contractor's employment unless the Company and the Contractor agree otherwise in writing;
(Aiv) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An an amount equal to the Salary that the any bonus earned under any Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate Compensation Programs in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date Change of Termination occursControl occurred, determined using payable in one lump sum within five (5) business days from the method described termination of the Contractor's employment unless the Company and the Contractor agree otherwise in paragraph 4(b).writing; and
(iiiv) Immediate vesting during the Continuation Period, the Contractor (and, where applicable, the Contractor's dependents) shall be entitled to continue participation in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year all Contractor Benefit Plans maintained by the Company, including without limitation life, disability and health insurance programs, as if the Contractor were still an Contractor of continued medicalthe Company. Where applicable, dental, life the Contractor's salary for purposes of such plans shall be deemed to be equal to the Base Compensation and disability benefits, for to the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event extent that the Executive’s continued participation in any such plan, program, or arrangement of Company finds it impossible to cover the Company is prohibited by law or Contractor under its Contractor Benefit Plans during the terms of the plan or contractContinuation Period, the Company will arrange to shall provide Executive the Contractor with benefits substantially similar to those individual policies which Executive would have been entitled to receive under such plan, program, or arrangement for such period offer at least the same level of coverage and which impose not more than the same costs on a basis which provides Executive with no additional after tax costthe Contractor. The amount payable foregoing notwithstanding, in the event the Contractor becomes eligible for comparable coverage to that set out in the Contractor Benefit Plans in connection with new employment during the Continuation Period, the coverage provided by the Company under clauses this Paragraph (iv) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafterterminate immediately.
Appears in 5 contracts
Samples: Executive Compensation Agreement (Gryphon Gold Corp), Executive Compensation Agreement (Gryphon Gold Corp), Executive Compensation Agreement (Gryphon Gold Corp)
Rights Upon Termination. The Executive’s right 's rights to payments payment and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 45:
(a) If the Executive’s 's Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executivethen:
(i) The Executive’s Executive shall receive his Salary from the Company for the period ending on the Date of Termination.
(ii) Payment The Executive shall receive any required payment for accrued but unused vacation days, as determined in accordance with Company policy in effect days from time to timethe Company.
(iii) If the Date of Termination occurs after the end of a performance period and prior to the payment of the incentive compensation award (as described in paragraph 3(b)) for the period, the Executive shall be paid any incentive compensation award at the regularly scheduled time.
(iv) Any other required payments or benefits to be provided to the Executive by the Company. Except as may otherwise be expressly provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring the Executive to be treated as employed by the Company pursuant to for purposes of any employee benefit plans plan or arrangements adopted by arrangement following the Company, to the extent such payments and benefits are earned and vested as date of the Executive's Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s 's Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(a4(a) (relating to the Executive's death) or paragraph 3(b4(b) (relating to the Executive's being Permanently Disabled), then then, in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:5(a):
(i) The Executive (or his estate) shall receive from the Company periodic payments of an amount equal to not less than twelve (12) months of Salary (based on the Salary rate in effect on the Date of Termination); provided, however, that such payments shall be offset by the amount of any life for disability insurance benefits provided by the Company or any of its Affiliates as a pro rata bonus result of the Executive's death or Permanent Disability.
(ii) The Executive (or his estate) shall receive from the Company payment of the award under the MIP for the fiscal year performance period in which such the Date of Termination occurs, if based on actual performance for the entire period; provided, however, that such bonus will be paid to all employees, which award shall be an amount equal subject to a pro-rata reduction to reflect the product of:
(A) portion of the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, performance period following the Date of Termination.
. Payment under this paragraph (ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c)of any amount shall be made at the regularly scheduled time for payment of such amounts to active employees and on a non-discriminatory basis.
(c) If the Executive’s 's Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(d4(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g4(f) (relating to non-Cause termination by the CompanyCompany without Cause), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled tothen:
(i) An amount equal to The Executive shall receive from the Company, for the Severance Period, continuing Salary payments at the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his on the Date of Termination, in monthly or more frequent installments. The "Severance Period" shall be the period beginning on the Date of Termination and continuing through the earliest to occur of:
(A) the eighteen (18) month anniversary of the Date of Termination;
(B) the date of the Executive's death; or
(C) the date, if any, of the breach by the Executive of the provisions of the Employee Agreement.
(ii) A pro rata bonus Provided that the Executive is not in actual or threatened breach of any of the covenants contained in the Employee Agreement, the Executive shall receive from the Company payment of the award under the MIP for the year performance period in which the Date of Termination occurs, determined using based on actual performance for the method described entire period; provided, however, that such award shall be subject to a pro-rata reduction to reflect the portion of the performance period following the Date of Termination. Payment, if any, under this paragraph (ii) of any amount shall be made at the regularly scheduled time for payment of such amounts to active employees, and on a non-discriminatory basis. Notwithstanding the foregoing provisions of this paragraph 5, no payment will be made or benefit provided under this paragraph 5(c) unless (I) the Executive first executes a release in paragraph 4(b)the form attached as Supplement A to this Agreement, and (II) to the extent any portion of such release is subject to the seven-day revocation period prescribed by the Age Discrimination in Employment Act, as amended, or to any similar revocation period in effect on the date of termination of the Executive's employment, such revocation period has expired.
(iiid) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for If the Executive, his spouse and eligible dependents, at 's Date of Termination occurs during the same cost and Agreement Term under the same terms as active employees. In the event that the Executive’s continued participation circumstances described in any such plan, program, paragraphs 4(c) (relating to Cause) or arrangement of the Company is prohibited by law or the terms of the plan or contract4(e) (relating to voluntary resignation), the Company will arrange shall have no obligation to make payments of Salary or any incentive compensation award or provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement the Agreement for such period on a basis which provides Executive with no additional periods after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s 's Date of Termination, but in no event later than 10 days thereafter.
Appears in 4 contracts
Samples: Employment Agreement (Usc May Verpackungen Holding Inc), Employment Agreement (Usc May Verpackungen Holding Inc), Employment Agreement (Usc May Verpackungen Holding Inc)
Rights Upon Termination. The a. Upon termination of Executive’s right 's employment pursuant to payments Section 3(a), (b) or (c) hereof, Executive shall receive any salary or monies previously due and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, the Company shall pay owing to the Executive:
(i) The Executive’s Salary for the period ending on the Date of Termination.
Executive and remaining unpaid; (ii) Payment for unused vacation days, as determined in accordance with Company policy in effect from time to time.
outstanding reimbursable business expenses; (iii) Any all earned but unused vacation time; (iv) life insurance benefits, if applicable, and (v) all other payments or benefits to be provided to benefit entitlements in which Executive is a participant.
b. In the Executive event Executive's employment is terminated by the Company for Cause pursuant to any employee benefit plans Sections 3d or arrangements adopted by the Company(e) above, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
to payment for (i) An amount all outstanding reimbursable business expenses, (ii) any unpaid Base Salary or incentive compensation that has accrued and has been earned for services performed by Executive prior to the effective date of the termination, (iii) all earned but unused vacation time. Executive shall not be entitled to any other payments or compensation. Company shall be released and discharged of and from any further obligation to Executive, except the payment of any monies previously due and owing to Executive.
c. In the event Executive's employment is terminated by Company pursuant to Sections 3(f) hereof, Company shall pay Executive the Base Salary at least equal to the Salary that salary, including all bonuses and commissions, of the Executive would have received if he had remained employed by highest paid employee of the Company until and medical benefits through the end of the Agreement Employment Term, at or if such termination occurs in the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One last year of continued medicalthe Employment Term for a period of two years after the date of termination. If at any time during such period any events occur that would have resulted in increasing the Base Salary under the provisions of Section 2(b) if Executive were still employed by Company, dentalExecutive shall promptly be paid such additional amounts. Additionally, life any unvested portion of the 4,000,000 options shall immediately vest upon termination. Executive shall not be entitled to any other payments or compensation. Company shall be released and disability benefits, for the discharged of and from any further obligation to Executive, his spouse except the payment of any monies previously due and eligible dependents, at the same cost and under the same terms as active employees. In the event that the owing to Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafter.
Appears in 3 contracts
Samples: Executive Employment Agreement (Location Based Technologies, Inc.), Executive Employment Agreement (Location Based Technologies, Inc.), Executive Employment Agreement (Location Based Technologies, Inc.)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executiveshall:
(i) The Pay the Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment for Make a payment in respect of unused vacation days, as determined in accordance with Company policy as in effect from time to time.
(iii) Any Make any other payments or provide benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination.
(iv) Transfer to the Executive, within 30 days following Date of Termination, any and all allocations accrued under his Managers’ Insurance. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, practicable following such Date of Termination. Any Termination and any amounts payable under clause (iii) and (iv) above shall be paid in accordance applicable law and with the terms of the applicable plan or arrangementarrangement (the amounts and benefits, referred to in clauses, (i), (ii), (iii) and (iv) above, being referred to as “Accrued Obligations”).
(b) If If, during the Agreement Term, the Executive’s employment is terminated by the Company without Cause or if the Executive terminates his employment for Good Reason, then in addition to the Accrued Obligations, the Company shall:
(i) Continue to pay to the Executive, an amount equal to the product of (A) the sum of (i) the Executive’s Salary and (ii) the higher of (1) the Executive’s target bonus for year in which Date of Termination occurs or (2) the Executive’s target bonus for the year immediately preceding the year in which Date of Termination occurs (or, if the Date of Termination occurs during Parent’s fiscal year 2005, the target bonus for year immediately preceding the Effective Date) multiplied by (B) the number of full and partial years remaining in the Agreement Term after the Date of Termination (but in no event less than one year and determined without regard to the actual Date of Termination) (such period being referred to as the “Severance Period”).
(ii) Continue to make contributions contemplated by Sections 2(d), (e), (f) and (g) for the duration of the Severance Period.
(iii) Notwithstanding anything in the 2003 Long Term Incentive Plan (or any successor plan) to the contrary, provide for the full vesting, as of the Date of Termination, of all then unvested restricted stock awards.
(iv) Notwithstanding anything in the 2003 Long Term Incentive Plan (or any successor plan), vest the Executive, as of Date of Termination, in that number of unvested stock options which would have vested during the 24 month period following the Date of Termination. The Executive shall be entitled to exercise his options at any time prior to the earlier of (A) the date which is 30 days after the date which is 24 months after such Date of Termination, or (ii) the expiration of the respective terms of the options.
(c) Notwithstanding the terms of the MIB plan, if the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or ), paragraph 3(b) (relating to being Disabled), or, subject to the Executive’s execution of a release of claims in a form presented by the Company, paragraph 3(f) (termination without Cause) or paragraph 3(g) (termination for Good Reason), then in addition to the amounts payable in accordance with paragraph 4(a) and 4(b), the Executive will be entitled to:
(i) to a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
of (A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
, multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, on the next installment date on which bonus payments are made to participants in the MIB plan following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Terminationfiscal year to which such bonus relates.
(iid) A pro rata bonus payment for Notwithstanding any provision of this Section 4 to the year in which contrary, the Date Company shall have no obligation to transfer or release the Severance Component of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event Managers’ Insurance if there occurs an Israeli labor court ruling that denies the Executive’s continued participation in any such plan, program, or arrangement of right to severance payment by pursuant to Sections 17 to the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafterIsraeli Severance Payment Law 5723 – 1963.
Appears in 1 contract
Samples: Employment Agreement (Perrigo Co)
Rights Upon Termination. The Executive’s 's employment with the Company may be terminated during the Agreement Term by the Company or the Executive for any reason upon no less than two weeks' notice (the date on which such termination of employment, if any, occurs being referred to herein as the Executive's "Termination Date"); provided, however, that any termination by the Company on account of Cause (as defined in paragraph 4(b)) shall be effective upon notice to the Executive and shall not be subject to any advance notice requirement. In the event of any such termination, the Executive's right to benefits and payments and benefits under this Agreement for periods after his Termination Date of Termination shall be determined in accordance with the following provisions of this paragraph Section 4:
(a) If the Executive’s 's Termination Date of Termination occurs during the Agreement Term for any reason, the Company Executive shall pay be entitled to the Executive:following payments and benefits, in addition to any payments or benefits to which the Employee may be entitled under the specific terms of any employee benefit plans or arrangements or the following provisions of this Section 4 (other than this paragraph 4(a)):
(i) The Executive’s his accrued but unpaid Base Salary for the period ending on the Date of Termination.with his Termination Date;
(ii) Payment his earned but unpaid bonuses, if any, for unused the period ending with his Termination Date;
(iii) payment for accrued but unpaid vacation days, determined as determined of his Termination Date in accordance with Company the Company's policy as in effect from time to time.
(iii) Any other payments or benefits . Payments to be provided made to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (ithis paragraph 4(a) and (ii) above shall be paid made in a lump sum as soon as practicable, practicable after the Executive's Termination Date but in no later event more than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement60 days thereafter.
(b) If the Executive’s 's Termination Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafter.during the
Appears in 1 contract
Rights Upon Termination. The Executive’s 's right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s 's Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executive:
(i) The Executive’s 's Salary for the period ending on the Date of Termination.
(ii) Payment for unused vacation days, as determined in accordance with Company policy in effect from time to time.
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s 's Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s 's Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s 's Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s 's Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock and Stock Options awarded in accordance with paragraph 2(c)under the Company's 2000 Stock Option Plan.
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s 's continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s 's Date of Termination, but in no event later than 10 days thereafter.
Appears in 1 contract
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4following:
(a) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs during employment for Cause in accordance with paragraph 3(c) above, or if the Agreement Term for any reasonExecutive terminates his employment in accordance with paragraph 3(e) above, the Company shall pay to the Executive:
(i) The A lump-sum payment equivalent to the remaining unpaid portion of the Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment A lump-sum payment for all accrued and unused vacation days, as determined in accordance with Company policy in effect from time to timePaid Time Off.
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) In addition, any bonus which has been earned by Executive and (ii) above approved by the appropriate corporate authorities but which remains unpaid as of the date of Date of Termination shall be paid to Executive at such time and in a lump sum such manner as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall if Executive had continued to be paid in accordance with employed by the terms of the applicable plan or arrangementCompany.
(b) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable employment without Cause in accordance with paragraph 4(a)3(d) above, the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded mutual agreement in accordance with paragraph 2(c).
(c3(g) If the Executive’s Date of Termination occurs under above, or due to Disability in accordance with paragraph 3(d3(b) (relating to termination by above, the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to:
(i) An to monthly payments over a 18-month period of an amount equal to the Salary amount of monthly salary which the Executive was being paid as of the Date of Termination. Such payments will commence as of the month following the date that the Executive would have received if he had remained employed by incurs a separation from service, as such term is defined in the Company until the end context of Section 409A of the Agreement Term, at Code (as defined below). Such payments will continue over the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded 18-month period in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employeesCompany’s normal payroll cycle. In the event that the Executive dies prior to the completion of the 18-month payment cycle, any amounts remaining unpaid as of the date of Executive’s continued participation death will be paid to Executive’s estate in lump sum. Employment Agreement 2013 Xxxxxxxxx X. Xxxxxx
(c) If, prior to the occurrence of a Change in Control, the Executive’s employment is terminated due to death, the Executive’s estate shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive’s estate shall be entitled to a lump-sum payment of an amount equal to the amount of monthly salary which the Executive was being paid as of the Date of Termination times 18 months.
(d) Upon termination of the Executive’s employment as a result of a Change in Control in accordance with paragraph 3(f), Executive shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to a lump-sum payment of an amount equal to the following: (1) the amount of monthly salary which the Executive was being paid as of the Date of Termination times 18 months; plus (2) one and one-half (1 ½) times the Average Bonus Amount (as defined below). For purposes of this Agreement, “Average Bonus Amount” shall equal (x) if, at the time the Change in Control occurs, the Executive has been employed by the Company for two years or more, the average amount of the bonus to be earned for the then-current year (i.e. the year in which the Change in Control occurs) and the bonuses received for the two immediately prior years; (y) if, at the time the Change in Control occurs, the Executive has been employed by the Company for more than one year but less than two years, the average amount of the bonus to be earned for the then-current year and the bonuses received for the prior year; and (z) if, at the time the Change in Control occurs, the Executive has been employed by the Company for less than one year, the amount of the bonus to be earned for the then-current year. For purposes of calculating the Average Bonus Amount, the amount of the bonus for the then-current year shall equal the amount earned or scheduled to be earned by the Executive as if the bonus targets set in the bonus plan have been met. Such payments in lump sum shall be made contemporaneously with the consummation of the transaction or the election of directors that constitutes the Change in Control. “Change in Control” means an occasion upon which (i) any such plan, programone person, or arrangement more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a member of the Board of Directors or fiduciary holding securities under an employee benefit plan of the Company is prohibited or a corporation controlled by law the Company, acquires (either directly and/or through becoming the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act)), directly or the terms indirectly, securities of the plan Company representing 50% or contract, more of the combined voting power of the Company’s then outstanding securities (or has acquired securities representing 50% or more of the combined voting power of the Company’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under securities by such plan, program, person); or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above during any period of twelve (12) consecutive months , a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or (iii) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the Company’s assets. Each Change in Control event described in this paragraph is intended to constitute a change in ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (“Code”), and the IRS guidance issued thereunder and this Agreement shall be paid interpreted accordingly. Notwithstanding anything to the contrary set forth in this Agreement, the Executive shall not be entitled to any payments under paragraphs 4(a), 4(b), or 4(c) upon Termination if the Executive receives the payments under this paragraph 4(d) upon a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but Change in no event later than 10 days thereafter.Control. Employment Agreement 2013 Xxxxxxxxx X. Xxxxxx
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s 's Date of Termination occurs during the Agreement Employment Term for any reason, the Company shall pay to the Executiveshall:
(i) The Pay the Executive’s 's Salary for the period ending on the Date of Termination.
(ii) Payment for Make a payment in respect of unused vacation days, as determined in accordance with Company policy as in effect from time to time.
(iii) Any Make any other payments or provide benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, Termination or are required by law to be offered for periods following the Executive’s 's Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, practicable following such Date of Termination. Any , and any amounts payable under clause (iii) above shall be paid in accordance with applicable law and with the terms of the applicable plan or arrangement.
(b) If If, during the Employment Term, the Executive’s 's employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, and if the Executive executes and does not revoke a release of claims, as described in paragraph 5(e) below (a "Release"), then, in addition to the amounts payable under paragraph 5(a), the Executive shall be entitled to the following:
(i) The Company shall pay the Executive an amount equal to 24 months of Salary and Target Bonus, at the rate in effect as of the Date of Termination, which shall be paid in regular payroll installments beginning as soon as practicable after the Date of Termination, but not later than 10 days after the expiration of the revocation period for the Release (except as required by paragraph 8 below); and
(ii) The Initial Awards shall continue to vest for the applicable vesting period specified in the Long Term Incentive Award Agreement (so that the Initial Awards will vest as if the Executive continued as an employee of the Company and, in the case of performance-based restricted stock, based on Company performance). The Executive's outstanding vested stock options that are part of the Initial Awards (including options that will vest under this paragraph (ii)) will remain outstanding until the later of (x) 25 months after the Date of Termination, (y) 30 days after the last vesting date of an option under this paragraph (ii), or (z) any later applicable date specified in the Executive's Long Term Incentive Award Agreement; provided, however, that in no event shall a stock option remain outstanding later than the expiration of the option term as specified in the Long Term Incentive Award Agreement.
(iii) Stock options and restricted stock other than the Initial Awards shall continue to vest for a period of 24 months from the Date of Termination (so that the stock options and restricted stock will vest as if the Executive continued as an employee of the Company for the 24-month period and, in the case of performance-based restricted stock, based on Company performance). The Executive's outstanding vested stock options (including options that will vest under this paragraph (iii)) (other than the Initial Awards) will remain outstanding for the period ending 25 months after the Date of Termination, or any longer applicable period specified in the Executive's Long Term Incentive Award Agreement; provided, however, that in no event shall a stock option remain outstanding later than the expiration of the option term as specified in the Long Term Incentive Award Agreement.
(c) Notwithstanding the terms of the MIB plan, if the Executive's Date of Termination occurs under paragraph 3(a4(a) (relating to death), paragraph 4(b) (Disability), or, subject to the Executive's execution of a Release, paragraph 4(f) (termination without Cause) or paragraph 3(b4(g) (relating to being Disabledtermination for Good Reason), then then, in addition to the amounts payable in accordance with paragraph 4(aparagraphs 5(a) and 5(b), the Executive will be entitled to:
(i) to a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
of (A) the bonus the Executive would have received for the fiscal year in which includes his Date of Termination occurs if he had remained employed by the Company until the end of such year,
, multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s 's Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicableon the next installment date on which bonus payments are made to participants in the MIB plan following the end of the fiscal year to which such bonus relates, but no not later than 10 days, following 60 days after the Date end of Termination.
such fiscal year (ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with except as required by paragraph 2(c8 below).
(cd) If Notwithstanding any provision of this Agreement to the contrary, in the event that the Executive’s 's Date of Termination occurs under for the reasons set forth in paragraph 3(d4(c) (relating to termination for Cause), or the Board reasonably determines that the Executive has violated the terms of paragraph 6, all outstanding options (vested and unvested), service-based Restricted Stock and performance-based Restricted Stock held by the Executive shall be immediately forfeited, and all payments and benefits under this Agreement, except those described in paragraph 5(a), shall cease and be permanently forfeited.
(e) As a condition of payment of the benefits described in paragraph 5(b) and paragraph 5(c) above (with respect to termination without Cause or termination for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal required to the Salary that the Executive would have received if he had remained employed execute and not revoke a Release, which shall be a release, in a form provided by the Company until Company, of all claims against the end of the Agreement TermCompany, at the rate its Affiliates and all related parties with respect to all matters arising in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance connection with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of 's employment with the Company is prohibited by law or and the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereaftertermination thereof.
Appears in 1 contract
Samples: Employment Agreement (Perrigo Co)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executive:
(i) The Executive’s Salary Upon Employee's voluntary termination of employment or the Company's termination of Employee's Employment for Cause, Employee shall only be entitled to the compensation, benefits and reimbursements described in Sections 1 and 2 for the period ending on preceding the Date effective date of Terminationthe termination and for such payments as may be required in Section 3, (b), (ii) of this document.
(ii) Payment for unused vacation days, as determined in accordance with Company policy in effect from time to time.
(iii) Any other payments or benefits to be provided to In the Executive by event the Company terminates Employee's Employment without Cause, the Company shall be obligated to pay Employee (A) his then current Base Compensation until Employee becomes re-employed as an employee or consultant or for a six month term (the "Termination Payment Period"), which ever is shorter, but in no case less than three months, plus (B) all accrued but unpaid amounts payable to Employee pursuant to any employee benefit plans Section 2(d) of this Agreement (other than Base Compensation). If the Company terminates the Employee's employment based on a change in control (2.b.) or arrangements adopted by a diminishment of responsibilities, the Company shall be obligated to pay Employee his then current base compensation for a twelve month term. Base Compensation payable under this subsection shall be payable, at the Company's option, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses either (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms payroll practices of the applicable plan Company or arrangement.
(bii) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus single lump sum payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) aggregate amount of the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the payments. Upon such termination The Company until the end of such year,
(B) a fractionshall also continue to provide Employee with all health insurance, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicableother employee insurance, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition subject to the amounts payable under paragraph 4(a)terms, conditions and restrictions of the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until specific plans, through the end of the Agreement TermTermination Payment Period. If Employee meets eligibility terms, at the rate in effect as conditions and restrictions of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contractCOBRA, the Company will arrange pay the COBRA premiums for Employee and, if covered prior to the termination, Employee's dependents. Insured benefits otherwise receivable by Employee pursuant to this Section 3(b)(ii) will be reduced to the extent comparable benefits are actually received by Employee during such period from another source. Thereafter, the Company shall have no obligation to make any further payments to or to provide Executive with any further benefits substantially similar hereunder to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafterEmployee.
Appears in 1 contract
Samples: Employment Agreement (Igenisys Inc)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4following:
(a) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs during employment for Cause in accordance with paragraph 3(c) above, or if the Agreement Term for any reasonExecutive terminates his employment in accordance with paragraph 3(e) above, the Company shall pay to the Executive:
(i) The A lump-sum payment equivalent to the remaining unpaid portion of the Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment A lump-sum payment for all accrued and unused vacation days, as determined in accordance with Company policy in effect from time to timePaid Time Off.
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) In addition, any bonus which has been earned by Executive and (ii) above approved by the appropriate corporate authorities but which remains unpaid as of the date of Date of Termination shall be paid to Executive at such time and in a lump sum such manner as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall if Executive had continued to be paid in accordance with employed by the terms of the applicable plan or arrangementCompany.
(b) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable employment without Cause in accordance with paragraph 4(a)3(d) above, the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded mutual agreement in accordance with paragraph 2(c).
3 (cg) If the Executive’s Date of Termination occurs under above, or due to Disability in accordance with paragraph 3(d3(b) (relating to termination by above, the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to:
(i) An to monthly payments over a 24-month period of an amount equal to the Salary amount of monthly salary which the Executive was being paid as of the Date of Termination. Such payments will commence as of the month following the date that the Executive would have received if he had remained employed by incurs a separation from service, as such term is defined in the Company until the end context of Section 409A of the Agreement Term, at Code (as defined below). Such payments will continue over the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded 24-month period in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employeesCompany’s normal payroll cycle. In the event that the Executive dies prior to the completion of the 24-month payment cycle, any amounts remaining unpaid as of the date of Executive’s continued participation death will be paid to Executive’s estate in lump sum.
(c) If, prior to the occurrence of a Change in Control, the Executive’s employment is terminated due to death, the Executive’s estate shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive’s estate shall be entitled to a lump-sum payment of an amount equal to the amount of monthly salary which the Executive was being paid as of the Date of Termination times 24 months. Second Amended Employment Agreement 2012 Xxxx X. Xxxx
(d) Upon termination of the Executive’s employment as a result of a Change in Control in accordance with paragraph 3(f), Executive shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to a lump-sum payment of an amount equal to the following: (1) the amount of monthly salary which the Executive was being paid as of the Date of Termination times 24 months; plus (2) two times the annual average of the bonuses earned or to be earned for the current year (i.e. the year in which the Change in Control occurs) and the two prior years. For the current year, the bonus amount shall equal the amount earned or scheduled to be earned as if the bonus targets set in the bonus plan have been met. Such payments in lump sum shall be made contemporaneously with the consummation of the transaction or the election of directors that constitutes the Change in Control. “Change in Control” means an occasion upon which (i) any such plan, programone person, or arrangement more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a member of the Board of Directors or fiduciary holding securities under an employee benefit plan of the Company is prohibited or a corporation controlled by law the Company, acquires (either directly and/or through becoming the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act)), directly or the terms indirectly, securities of the plan Company representing 50% or contract, more of the combined voting power of the Company’s then outstanding securities (or has acquired securities representing 50% or more of the combined voting power of the Company’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under securities by such plan, program, person); or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above during any period of twelve (12) consecutive months , a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or (iii) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the Company’s assets. Each Change in Control event described in this paragraph is intended to constitute a change in ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (“Code”), and the IRS guidance issued thereunder and this Agreement shall be paid interpreted accordingly. Notwithstanding anything to the contrary set forth in this Agreement, the Executive shall not be entitled to any payments under paragraphs 4(a), 4(b), or 4(c) upon Termination if the Executive receives the payments under this paragraph 4(d) upon a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but Change in no event later than 10 days thereafterControl.
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with In the following provisions of this paragraph 4event that:
(a) If The employment of the Executive is terminated by the Company without Cause or by the Executive upon any change by the Company in Executives function, duties or responsibilities, which change would cause Executive’s Date 's position with the Company to become one of Termination occurs during lesser responsibility, importance or scope from the Agreement position described in Section 1, then, for the remainder of the then current Term for any reasonof employment hereunder, (i) the Company shall pay to the Executive:, at the time otherwise due under Section 2, all Base Salary at the rate in effect at the time of termination, (ii) a bonus equal to the highest annual bonus received by the Executive in the last five years multiplied by the amount of whole and partial years remaining on the contract and (iii) the Company shall provide to the Executive all benefits described in Section 2.3. The obligations of the Company pursuant to this Section 3.3(a) shall be in lieu of any other rights of the Executive hereunder to compensation or benefits in respect of any period before or after the date of such termination.
(ib) The Executive’s 's employment terminates by reason of death or disability, then the Company shall pay and provide to the Executive or Executive's estate or other successor in interest at the time otherwise due under Section 2 all Base Salary and benefits due to the Executive under Section 2 through the end of the sixth month after the month in which the termination occurs, but reduced in the case of disability by any payments received under any disability plan, program or policy paid for by the period ending on Company. The obligations of the Date Company pursuant to this Section 3.3(b) shall be and in lieu of Termination.
(ii) Payment for unused vacation days, as determined in accordance with Company policy in effect from time any other rights of the Executive hereunder to time.
(iii) Any other payments compensation or benefits to in respect of any period before or after the date of such termination and in lieu of any severance payment, and no other compensation of any kind or any other amounts shall be provided due to the Executive by the Company pursuant under this Agreement. For purposes of this Agreement, the term "disability" shall mean the Executive's failure to any employee benefit plans perform the services contemplated by this Agreement as a result of his physical or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as mental illness or incapacity for a period of the Date of Termination6 consecutive months, or are required by law to be offered for periods following the Executive’s Date a total of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of 240 days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Terminationany 365 day period.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafter.
Appears in 1 contract
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4following:
(a) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs during employment for Cause in accordance with paragraph 3(c) above, or if the Agreement Term for any reasonExecutive terminates his employment in accordance with paragraph 3(e) above, the Company shall pay to the Executive:
(i) The A lump-sum payment equivalent to the remaining unpaid portion of the Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment A lump-sum payment for all accrued and unused vacation days, as determined in accordance with Company policy in effect from time to timePaid Time Off.
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) In addition, any bonus which has been earned by Executive and (ii) above approved by the appropriate corporate authorities but which remains unpaid as of the Date of Termination shall be paid to Executive at such time and in a lump sum such manner as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall if Executive had continued to be paid in accordance with employed by the terms of the applicable plan or arrangementCompany.
(b) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable employment without Cause in accordance with paragraph 4(a)3(d) above, the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded mutual agreement in accordance with paragraph 2(c).
3 (cg) If the Executive’s Date of Termination occurs under above, or due to Disability in accordance with paragraph 3(d3(b) (relating to termination by the above, Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to:
(i) An to monthly payments over a 18-month period of an amount equal to the Salary amount of monthly salary which the Executive was being paid as of the Date of Termination. Such payments will commence as of the month following the date that the Executive would have received if he had remained employed by incurs a separation from service, as such term is defined in the Company until the end context of Section 409A of the Agreement Term, at Code (as defined below). Such payments will continue over the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded 18-month period in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employeesCompany’s normal payroll cycle. In the event that the Executive dies prior to the completion of the 18-month payment cycle, any amounts remaining unpaid as of the date of Executive’s continued participation death will be paid to Executive’s estate in lump sum.
(c) If, prior to the occurrence of a Change in Control, the Executive’s employment is terminated due to death, the Executive’s estate shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive’s estate shall be entitled to a lump-sum payment of an amount equal to the amount of monthly salary which the Executive was being paid as of the Date of Termination times 18 months. Second Amended Employment Agreement 2012 Xxxxxx X. Xxxxxxxx
(d) Upon termination of the Executive’s employment as a result of a Change in Control in accordance with paragraph 3(f), Executive shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to a lump-sum payment of an amount equal to the following: (1) the amount of monthly salary which the Executive was being paid as of the Date of Termination times 18 months; plus (2) one and one-half (1.5) times the annual average of the bonuses earned or to be earned for the current year (i.e. the year in which the Change in Control occurs) and the two prior years. For the current year, the bonus amount shall equal the amount earned or scheduled to be earned as if the bonus targets set in the bonus plan have been met. Such payments in lump sum shall be made contemporaneously with the consummation of the transaction or the election of directors that constitutes the Change in Control. “Change in Control” means an occasion upon which (i) any such plan, programone person, or arrangement more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a member of the Board of Directors or fiduciary holding securities under an employee benefit plan of the Company is prohibited or a corporation controlled by law the Company, acquires (either directly and/or through becoming the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act)), directly or the terms indirectly, securities of the plan Company representing 50% or contract, more of the combined voting power of the Company’s then outstanding securities (or has acquired securities representing 50% or more of the combined voting power of the Company’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under securities by such plan, program, person); or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above during any period of twelve (12) consecutive months , a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or (iii) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the Company’s assets. Each Change in Control event described in this paragraph is intended to constitute a change in ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (“Code”), and the IRS guidance issued thereunder and this Agreement shall be paid interpreted accordingly. Notwithstanding anything to the contrary set forth in this Agreement, the Executive shall not be entitled to any payments under paragraphs 4(a), 4(b), or 4(c) upon Termination if the Executive receives the payments under this paragraph 4(d) upon a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but Change in no event later than 10 days thereafterControl.
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s 's Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executiveshall:
(i) The Pay the Executive’s 's Salary for the period ending on the Date of Termination.
(ii) Payment for Make a payment in respect of unused vacation days, as determined in accordance with Company policy as in effect from time to time.
(iii) Any Make any other payments or provide benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s 's Date of Termination.
(iv) Transfer to the Executive, within 30 days following Date of Termination, any and all allocations accrued under his Managers' Insurance. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, practicable following such Date of Termination. Any Termination and any amounts payable under clause (iii) and (iv) above shall be paid in accordance applicable law and with the terms of the applicable plan or arrangementarrangement (the amounts and benefits, referred to in clauses, (i), (ii), (iii) and (iv) above, being referred to as "Accrued Obligations").
(b) If If, during the Agreement Term, the Executive’s 's employment is terminated by the Company without Cause or if the Executive terminates his employment for Good Reason, then in addition to the Accrued Obligations, the Company shall:
(i) Continue to pay to the Executive, an amount equal to the product of (A) the sum of (i) the Executive's Salary and (ii) the higher of (1) the Executive's target bonus for year in which Date of Termination occurs or (2) the Executive's target bonus for the year immediately preceding the year in which Date of Termination occurs (or, if the Date of Termination occurs during Parent's fiscal year 2005, the target bonus for year immediately preceding the Effective Date) multiplied by (B) the number of full and partial years remaining in the Agreement Term after the Date of Termination (but in no event less than one year and determined without regard to the actual Date of Termination) (such period being referred to as the "Severance Period").
(ii) Continue to make contributions contemplated by Sections 2(d), (e), (f) and (g) for the duration of the Severance Period.
(iii) Notwithstanding anything in the 2003 Long Term Incentive Plan (or any successor plan) to the contrary, provide for the full vesting, as of the Date of Termination, of all then unvested restricted stock awards.
(iv) Notwithstanding anything in the 2003 Long Term Incentive Plan (or any successor plan), vest the Executive, as of Date of Termination, in that number of unvested stock options which would have vested during the 24 month period following the Date of Termination. The Executive shall be entitled to exercise his options at any time prior to the earlier of (A) the date which is 30 days after the date which is 24 months after such Date of Termination, or (ii) the expiration of the respective terms of the options.
(c) Notwithstanding the terms of the MIB plan, if the Executive's Date of Termination occurs under paragraph 3(a) (relating to death) or ), paragraph 3(b) (relating to being Disabled), or, subject to the Executive's execution of a release of claims in a form presented by the Company, paragraph 3(f) (termination without Cause) or paragraph 3(g) (termination for Good Reason), then in addition to the amounts payable in accordance with paragraph 4(a) and 4(b), the Executive will be entitled to:
(i) to a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
of (A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
, multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s 's Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, on the next installment date on which bonus payments are made to participants in the MIB plan following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Terminationfiscal year to which such bonus relates.
(iid) A pro rata bonus payment for Notwithstanding any provision of this Section 4 to the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contractcontrary, the Company will arrange shall have no obligation to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, transfer or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following release the Severance Component of the Managers' Insurance if there occurs an Israeli labor court ruling that denies the Executive’s Date of Termination, but in no event later than 10 days thereafter's right to severance payment by pursuant to Sections 17 to the Israeli Severance Payment Law 5723 - 1963.
Appears in 1 contract
Samples: Employment Agreement (Perrigo Co)
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4:
(a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executive:
(i) The Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment for unused vacation days, as determined in accordance with Company policy in effect from time to time.
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year, assuming the target bonus will be attained,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until the end of the Agreement Term, at the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year Company-paid outplacement services for a period of up to 12 months.
(v) Three years of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contract, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but in no event later than 10 days thereafter.
Appears in 1 contract
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4following:
(a) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs during employment for Cause in accordance with paragraph 3(c) above, or if the Agreement Term for any reasonExecutive terminates his employment in accordance with paragraph 3(e) above, the Company shall pay to the Executive:
(i) The A lump-sum payment equivalent to the remaining unpaid portion of the Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment A lump-sum payment for all accrued and unused vacation days, as determined in accordance with Company policy in effect from time to timePaid Time Off.
(iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) In addition, any bonus which has been earned by Executive and (ii) above approved by the appropriate corporate authorities but which remains unpaid as of the Date of Termination shall be paid to Executive at such time and in a lump sum such manner as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall if Executive had continued to be paid in accordance with employed by the terms of the applicable plan or arrangementCompany.
(b) If If, prior to the occurrence of a Change in Control, the Company terminates the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable employment without Cause in accordance with paragraph 4(a)3(d) above, the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded mutual agreement in accordance with paragraph 2(c).
3 (cg) If the Executive’s Date of Termination occurs under above, or due to Disability in accordance with paragraph 3(d3(b) (relating to termination by the above, Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to:
(i) An to monthly payments over a 18-month period of an amount equal to the Salary amount of monthly salary which the Executive was being paid as of the Date of Termination. Such payments will commence as of the month following the date that the Executive would have received if he had remained employed by incurs a separation from service, as such term is defined in the Company until the end context of Section 409A of the Agreement Term, at Code (as defined below). Such payments will continue over the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iii) Immediate vesting in outstanding Restricted Stock awarded 18-month period in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employeesCompany’s normal payroll cycle. In the event that the Executive dies prior to the completion of the 18-month payment cycle, any amounts remaining unpaid as of the date of Executive’s continued participation death will be paid to Executive’s estate in lump sum.
(c) If, prior to the occurrence of a Change in Control, the Executive’s employment is terminated due to death, the Executive’s estate shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive’s estate shall be entitled to a lump-sum payment of an amount equal to the amount of monthly salary which the Executive was being paid as of the Date of Termination times 18 months. Amendment to Employment Agreement 2012 Xxxxxxx X. Xxxxxx
(d) Upon the termination of the Executive’s employment as a result of a Change in Control in accordance with paragraph 3(f), Executive shall be entitled to the amounts payable under paragraph 4(a), and in addition, the Executive shall be entitled to a lump-sum payment of an amount equal to the amount of monthly salary which the Executive was being paid as of the Date of Termination times 18 months. Such payment in lump sum shall be made contemporaneously with the consummation of the transaction or the election of directors that constitutes the Change in Control. “Change in Control” means an occasion upon which (i) any such plan, programone person, or arrangement more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a member of the Board of Directors or fiduciary holding securities under an employee benefit plan of the Company is prohibited or a corporation controlled by law the Company, acquires (either directly and/or through becoming the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act)), directly or the terms indirectly, securities of the plan Company representing 50% or contract, more of the combined voting power of the Company’s then outstanding securities (or has acquired securities representing 50% or more of the combined voting power of the Company’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under securities by such plan, program, person); or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above during any period of twelve (12) consecutive months , a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or (iii) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the Company’s assets. Each Change in Control event described in this paragraph is intended to constitute a change in ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (“Code”), and the IRS guidance issued thereunder and this Agreement shall be paid interpreted accordingly. Notwithstanding anything to the contrary set forth in this Agreement, the Executive shall not be entitled to any payments under paragraphs 4(a), 4(b), or 4(c) upon Termination if the Executive receives the payments under this paragraph 4(d) upon a lump sum cash payment as soon as practicable following the Executive’s Date of Termination, but Change in no event later than 10 days thereafterControl.
Appears in 1 contract
Samples: Employment Agreement (Telos Corp)
Rights Upon Termination. The Executive’s right (a) Upon termination of Employee's employment by either party for any reason, all rights Employee has to payments and benefits payment under this Agreement for periods after his Date shall cease as of Termination the effective date of the termination, and except as expressly provided herein or as may be provided under any employee benefit plan or as required by law, Employee shall not be determined in accordance entitled to any additional compensation, commission, bonus, perquisites, or benefits with the following provisions exception of this paragraph 4:Section 5 which shall survive termination of this agreement as outlined herein.
(ab) If Upon termination of Employee's employment (i) by the Executive’s Date Company for Cause, (ii) by the Company for reason of Termination occurs during the Agreement Term for any reasonEmployee's death or Incapacity or (iii) by Employee without Good Reason, the Company shall pay to the Executive:
(i) The Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment for unused vacation daysEmployee or Employee's estate or representatives, as determined in accordance with Company policy in effect from time the case may be, his Base Salary and any benefits and outstanding reimbursable expenses accrued and payable to time.
(iii) Any other payments or benefits to be provided to him through the Executive by the Company pursuant to any employee benefit plans or arrangements adopted last day of his actual employment by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating Employee's employment is terminated by Employee pursuant to termination by the Executive for Good ReasonSection 4(c) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until pursuant to Section 4(e) hereof, Employee shall receive his Base Salary for twelve (12) months following the end date of the Agreement Term, at the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment termination and shall continue to be eligible for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
Company’s medical and dental benefits (iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under on the same terms as applicable to active employees) for twelve (12) months following termination. In addition, subject to the event that provisions of this Agreement and the ExecutiveCompany’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contractexpense reimbursement policy, the Company will arrange shall reimburse Employee for all reimbursable expenses incurred prior to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under termination; such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above reimbursement shall be paid made in a lump sum cash payment upon or as soon as practicable following the Executive’s Date of Terminationtermination, but provided appropriate documentation has been submitted by Employee in accordance with Company policy, and in no event later than 10 March 15 of the year following the year in which termination occurs. Payment of Base Salary under this Section 5(c) shall commence on a date to be determined by the Company but no later than 90 days thereafterfollowing termination of employment. In order to be eligible for the severance benefits as set forth in this Section 5(c), Employee must (i) execute and deliver to the Company a general release, in a form satisfactory to the Company, within 90 days following the date of termination and (ii) be and remain in full compliance with his obligations under this Agreement and under the NDA (as defined below). In the event Employee breaches any obligation under this Agreement or the NDA any and all payments or benefits provided for in this Section 5(c) shall cease immediately.
(d) Notwithstanding the foregoing, in the event that this Agreement shall have been terminated by Employee pursuant to Section 4(d) or by the Company pursuant to Section 4(e) hereof, upon the request of the Company the Employee shall vacate his position and the Company's premises (if applicable) on a termination date specified by the Company which is earlier than the end of the Notice Period specified in Section 4(d) or 4(e) and Employee shall be paid, in one lump sum on such termination date, the Base Salary that would have been payable to him from such termination date through the end of the Notice Period, less required deductions for state and federal withholding tax, social security and other employee taxes.
(e) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 5(b) and any other amount to which Employee was entitled of the time of his death. Upon the Employee’s death, all stock options, warrants and stock appreciation rights granted by the employer to employee under any plan or otherwise prior to the date of Employee’s death, shall become vested, accelerate and become immediately exercisable by the Employee’s Estate for a period of six (6) months from the date of Employee’s death. In the event the Employee owned or was entitled to receive any unregistered securities of Employer, then Employer must use its reasonable best efforts to effect the registration of all such securities as soon as practical, and the estate of the Employee shall then have six (6) months after the effective date of the registration statement to exercise said options for the previously unregistered securities.
Appears in 1 contract
Rights Upon Termination. The Executive’s right (a) Upon termination of Employee's employment by either party for any reason, all rights Employee has to payments and benefits payment under this Agreement for periods after his Date shall cease as of Termination the effective date of the termination, and except as expressly provided herein or as may be provided under any employee benefit plan or as required by law, Employee shall not be determined in accordance entitled to any additional compensation, commission, bonus, perquisites, or benefits with the following provisions exception of this paragraph 4:Section 5 which shall survive termination of this agreement as outlined herein.
(ab) If Upon termination of Employee's employment (i) by the Executive’s Date Company for Cause, (ii) by the Company for reason of Termination occurs during the Agreement Term for any reasonEmployee's death or Incapacity or (iii) by Employee without Good Reason, the Company shall pay to the Executive:
(i) The Executive’s Salary for the period ending on the Date of Termination.
(ii) Payment for unused vacation daysEmployee or Employee's estate or representatives, as determined in accordance with Company policy in effect from time the case may be, her Base Salary and any benefits and outstanding reimbursable expenses accrued and payable to time.
(iii) Any other payments or benefits to be provided to her through the Executive by the Company pursuant to any employee benefit plans or arrangements adopted last day of her actual employment by the Company, to the extent such payments and benefits are earned and vested as of the Date of Termination, or are required by law to be offered for periods following the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs under paragraph 3(a) (relating to death) or paragraph 3(b) (relating to being Disabled), then in addition to the amounts payable in accordance with paragraph 4(a), the Executive will be entitled to:
(i) a pro rata bonus payment for the fiscal year in which such Date of Termination occurs, if such bonus will be paid to all employees, which shall be an amount equal to the product of:
(A) the bonus the Executive would have received for the fiscal year which includes his Date of Termination if he had remained employed by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in the fiscal year preceding the Executive’s Date of Termination and the denominator of which is 365. Such pro rata bonus shall be payable in a lump sum payment as soon as practicable, but no later than 10 days, following the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs under paragraph 3(d) (relating Employee's employment is terminated by Employee pursuant to termination by the Executive for Good ReasonSection 4(c) or paragraph 3(g) (relating to non-Cause termination by the Company), then in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:
(i) An amount equal to the Salary that the Executive would have received if he had remained employed by the Company until pursuant to Section 4(e) hereof, Employee shall receive her Base Salary for six (6) months following the end date of the Agreement Term, at the rate in effect as of his Date of Termination.
(ii) A pro rata bonus payment termination and shall continue to be eligible for the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
Company’s medical and dental benefits (iii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(iv) One year of continued medical, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under on the same terms as applicable to active employees) for six (6) months following termination. In addition, subject to the event that provisions of this Agreement and the ExecutiveCompany’s continued participation in any such plan, program, or arrangement of the Company is prohibited by law or the terms of the plan or contractexpense reimbursement policy, the Company will arrange shall reimburse Employee for all reimbursable expenses incurred prior to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under termination; such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above reimbursement shall be paid made in a lump sum cash payment upon or as soon as practicable following the Executive’s Date of Terminationtermination, but provided appropriate documentation has been submitted by Employee in accordance with Company policy, and in no event later than 10 March 15 of the year following the year in which termination occurs. Payment of Base Salary under this Section 5(c) shall commence on a date to be determined by the Company but no later than 90 days thereafterfollowing termination of employment. In order to be eligible for the severance benefits as set forth in this Section 5(c), Employee must (i) execute and deliver to the Company a general release, in a form satisfactory to the Company, within 90 days following the date of termination and (ii) be and remain in full compliance with her obligations under this Agreement and under the NDA (as defined below). In the event Employee breaches any obligation under this Agreement or the NDA any and all payments or benefits provided for in this Section 5(c) shall cease immediately.
(d) Notwithstanding the foregoing, in the event that this Agreement shall have been terminated by Employee pursuant to Section 4(d) or by the Company pursuant to Section 4(e) hereof, upon the request of the Company the Employee shall vacate her position and the Company's premises (if applicable) on a termination date specified by the Company which is earlier than the end of the Notice Period specified in Section 4(d) or 4(e) and Employee shall be paid, in one lump sum on such termination date, the Base Salary that would have been payable to her from such termination date through the end of the Notice Period, less required deductions for state and federal withholding tax, social security and other employee taxes.
(e) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 5(b) and any other amount to which Employee was entitled of the time of his death. Upon the Employee’s death, all stock options, warrants and stock appreciation rights granted by the employer to employee under any plan or otherwise prior to the date of Employee’s death, shall become vested, accelerate and become immediately exercisable by the Employee’s Estate for a period of six (6) months from the date of Employee’s death. In the event the Employee owned or was entitled to receive any unregistered securities of Employer, then Employer must use its reasonable best efforts to effect the registration of all such securities as soon as practical, and the estate of the Employee shall then have six (6) months after the effective date of the registration statement to exercise said options for the previously unregistered securities.
Appears in 1 contract
Rights Upon Termination. The Executive’s right to payments and benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 45:
(a) If the Executive’s Date of Termination occurs during the Agreement Term for any reason, or upon the expiration of the Agreement Term as provided in paragraph 1 hereof, the Company shall pay to the Executive:
(i) The Executive’s Salary (to the extent not previously paid) for the period ending on the Date of Termination, payable within 30 days following the Date of Termination (or such earlier date required by applicable law).
(ii) Payment for unused vacation days, as determined in accordance with Company policy as in effect from time to time, payable within 30 days following the Date of Termination (or such earlier date required by applicable law).
(iii) If the Date of Termination occurs after the end of a performance period and prior to the payment of the Target Bonus or other applicable bonus amount (as described in subparagraph 3(b)) for the period, the Executive shall be paid such bonus amount at the regularly scheduled time.
(iv) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by of the Company, to the extent such payments and benefits amounts are earned and vested due from the Company.
(v) Any unreimbursed business expenses payable pursuant to clause 3(g) for the period ending on such termination.
(vi) Any amounts to which the Executive may be entitled under subparagraph 10(c), payable in accordance with subparagraph 10(c). Nothing in this Agreement shall be construed as of requiring the Date of Termination, or are required by law Executive to be offered treated as employed by the Company for periods purposes of any employee benefit plan or arrangement following the date of the Executive’s Date of Termination. The amounts payable under clauses (i) and (ii) above shall be paid in a lump sum as soon as practicable, but no later than 10 days, following such Date of Termination. Any amounts payable under clause (iii) above shall be paid in accordance with the terms of the applicable plan or arrangement.
(b) If the Executive’s Date of Termination occurs during the Agreement Term under paragraph 3(acircumstances described in subparagraph 4(a) (relating to the Executive’s death) or paragraph 3(bin subparagraph 4(b) (relating to the Executive’s being Disabled), then then, in addition to the amounts payable in accordance with paragraph 4(asubparagraph 5(a), the Executive will shall be entitled to:
(i) a pro rata bonus payment pursuant to subparagraph 3(b) for the fiscal year in which such the Date of Termination occursoccurs based on actual performance for such full fiscal year under the applicable bonus plan, if such bonus will be paid to all employeesdetermined solely by the achievement of those corporate financial goals and objectives established for the corporate-level senior managers of the Company, which shall be an amount equal to the product of:
(A) the bonus including the Executive would have received (and not upon the achievement of any additional operating, strategic or other goals or objectives established only for the fiscal year which includes his Date Executive, and without the exercise of Termination if he had remained employed any negative discretion), multiplied by the Company until the end of such year,
(B) a fraction, the numerator of which is the number of days in that the Executive was employed by the Company during such fiscal year preceding the Executive’s Date of Termination year, and the denominator of which is 365. Such pro rata Any prorated bonus payable pursuant to this clause 5(b)(i) shall be payable in a lump sum payment as soon as practicable, but no at the time that bonuses are payable to senior managers of the Company generally for such fiscal year (and not later than 10 daysMarch 15 following the year in which the Date of Termination occurs); and
(ii) a pro rata portion of the Incentive Award pursuant to subparagraph 3(d) for the calendar year in which the Date of Termination occurs determined by multiplying $7,500,000 by a fraction, following the numerator of which is the number of days that the Executive was employed by the Company during such calendar year, and the denominator of which is 365. Any prorated Incentive Award payable pursuant to this clause 5(b)(ii) shall be payable and/or granted on the Date of Termination.
(ii) Immediate vesting in outstanding Restricted Stock awarded in accordance with paragraph 2(c).
(c) If the Executive’s Date of Termination occurs during the Agreement Term under circumstances described in subparagraph 4(c) (relating to the Executive’s termination for Cause), subparagraph 4(e) (relating to the Executive’s resignation other than his Constructive Discharge), or if the Executive’s employment with the Company terminates upon the expiration of the Agreement Term (as contemplated in paragraph 3(d1), then, except as otherwise expressly provided in this Agreement or otherwise agreed in writing between the Executive and the Board, the Company shall have no obligation to make payments under this Agreement for periods after the Executive’s Date of Termination.
(d) If the Executive’s Date of Termination occurs during the Agreement Term under circumstances described in subparagraph 4(d) (relating to Constructive Discharge) or subparagraph 4(f) (relating to termination by the Executive for Good Reason) or paragraph 3(g) (relating to non-Cause termination by the CompanyCompany without Cause), then then, in addition to the amounts payable under paragraph 4(a), the Executive shall be entitled to:in accordance with subparagraphs 5(a):
(i) An The Executive shall receive from the Company an amount equal to the product of (x) two (2) multiplied by (y) the sum of the Executive’s Salary that plus his Target Bonus or, if the Termination Date occurs prior to January 1, 2009, the 2008 Bonus (in each case determined without regard for any reduction constituting Good Reason), which amount shall be payable to the Executive would have received in substantially equal payroll installments for the 24-month period following the Date of Termination (the “Severance Period”). The Severance Period, and the Company’s obligation to make payments under this clause 5(d)(i) shall cease with respect to periods after the breach by the Executive of any of the provisions of paragraph 8, subparagraph 9(b) or paragraph 12 of this Agreement. In no event, however, shall the Executive be entitled to receive any amounts, rights, or benefits under this subparagraph 5(d) unless the “Release Requirements” are satisfied and such requirements will be satisfied if he had remained employed executes a release of claims against the Company in the form attached hereto as Exhibit A within 45 days following the date such release is tendered by the Company until to the end of Executive, which tender shall be made by the Agreement Term, at Company within 15 days following the rate in effect as of his Date of Termination, and all periods within which the Executive shall have the right to revoke such release, or any portion thereof, shall have expired. In the event that a termination described in this clause 5(d)(i) occurs upon, prior to and either at the direction of a third party or otherwise in connection with, or during the 24-month period after, the occurrence of a Change in Control, the amount set forth in this clause 5(d)(i) above shall be paid in a lump sum within 14 days after the date on which the Release Requirements are satisfied provided such Change in Control also constitutes a change in the ownership or effective control of the Company or a sale of a substantial portion of the assets of the Company, in accordance with the requirements of section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder. If the Release Requirements may be satisfied in more than one calendar year, payments hereunder will be made or begin in the later year.
(ii) A pro rata The Executive shall receive continuation of coverage under the medical and dental plans and arrangements of the Company in which the Executive was participating at the time of his termination of employment for 24 months following the Date of Termination; provided that in no event shall the benefits provided (or made available) with respect to any medical or dental plan or arrangement under this clause 5(d)(ii) be materially less favorable to the Executive than the benefits most favorable to the Executive that are provided (or were available) during the one-year period prior to such termination of employment.
(iii) Payment of $12,000 in a lump sum amount within 30 days after the date of execution of the release specified in clause 5(d)(i) hereof in lieu of providing the continuation for the Severance Period of benefits under welfare benefit plans of the Company, other than medical and dental plans, in which the Executive participates.
(iv) Payment of a bonus payment pursuant to subparagraph 3(b) for the fiscal year in which the Date of Termination occurs based on actual performance for such full fiscal year under the applicable bonus plan, determined solely by the achievement of those corporate financial goals and objectives established for the corporate-level senior managers of the Company, including the Executive (and not upon the achievement of any additional operating, strategic or other goals or objectives established only for the Executive, and without the exercise of any negative discretion), multiplied by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during such fiscal year, and the denominator of which is 365 Any prorated bonus payable pursuant to this clause 5(d)(iv) shall be payable at the time that bonuses are payable to senior managers of the Company generally for such fiscal year (and not later than March 15 following the year in which the Date of Termination occurs, determined using the method described in paragraph 4(b).
(iiiv) Immediate vesting Payment or grant of a pro rata portion of the Incentive Award pursuant to subparagraph 3(d) for the calendar year in outstanding Restricted Stock awarded which the Date of Termination occurs determined by multiplying $7,500,000 by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during such calendar year, and the denominator of which is 365. Any prorated Incentive Award payable pursuant to this clause 5(d)(v) shall be payable and/or granted on the Date of Termination. The foregoing provisions of this subparagraph 5(d) to the contrary notwithstanding, if on the Date of Termination the Executive is a specified employee (within meaning of Treasury Regulation Section 1.409A-1(i)), to the minimum extent required to satisfy section 409A(a)(2)(B)(i) of the Code and Treasury Regulations thereunder, the Executive shall not receive any separation payments or benefits under subparagraph 5(d) during the 6-month period immediately following the Date of Termination. During such 6-month period, to the minimum extent required (if at all so required) to satisfy section 409A of the Code and the Treasury Regulations thereunder, the Executive shall pay to the Company the additional premiums not otherwise payable by the Executive under clause 5(d)(ii) required to continue benefits. The amount of separation payments or benefits that would have been payable to the Executive under this subparagraph 5(d) during the 6-month period following the Date of Termination plus any amount paid by the Executive to continue benefits shall be paid to the Executive on the first regular payroll date following the expiration of such 6-month period together with interest thereon at the short-term applicable federal rate in effect under section 1274(d) of the Code on the Date of Termination. With respect to payments under this Agreement, for purposes of Section 409A of the Code, each payment will be considered one of a series of separate payments.
(e) Except as may be otherwise specifically provided in an amendment of this subparagraph 5(e) adopted in accordance with paragraph 2(c).
(iv) One year of continued medical17, dental, life and disability benefits, for the Executive, his spouse and eligible dependents, at the same cost and under the same terms as active employees. In the event that the Executive’s continued participation rights under this paragraph 5, and under paragraphs 3(c) and 3(d), shall be in lieu of any such plan, program, benefits that may be otherwise payable to or on behalf of the Executive pursuant to the terms of any severance pay arrangement of the Company is prohibited by law or the terms any Subsidiary or any other, similar arrangement of the plan Company or contract, the Company will arrange to provide Executive with any Subsidiary providing benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement for such period on a basis which provides Executive with no additional after tax cost. The amount payable under clauses (i) and (ii) above shall be paid in a lump sum cash payment as soon as practicable following the Executive’s Date upon involuntary termination of Termination, but in no event later than 10 days thereafteremployment.
Appears in 1 contract
Samples: Employment Agreement (Prologis)
