Salary Continuation Payments. (a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) for a period of 12 months following termination of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a). (b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (United Rentals Inc /De)
Salary Continuation Payments. (a) In the event Employee resigns for Good Reason (as defined below), or Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) , for a period of 12 months following termination of employment, the Company shall shall: i) pay to Employee every two weeks 1/26th of (A) the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s his or her employment, or (B) for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; provided, however, that the first payment shall be made on the sixtieth (60th) day following the date of termination, and such first payment shall be equal to the amounts that would have been paid had payments begun immediately after such termination; ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is then actively enrolled in such medical and dental coverage and provided Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) . Notwithstanding the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted foregoing, all payments provided to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) 3.1 are conditioned upon Employee’s execution and non-revocation of a separation agreement and general release, in such form as the Company in its sole discretion determines. The Company shall provide Employee with the proposed form of separation agreement and general release no later than seven (7) days following the date of Employee’s termination, and Employee shall execute such separation agreement and general release no later than fifty-two (52) days after the date of Employee’s termination (Employee shall be provided a seven (7) day revocation period following his or her delivery of such separation agreement and general release to the Company). In the event Employee fails to timely execute the aforementioned separation agreement and general releaserelease (or revokes same), or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or and shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting payments described in this Section 3.1(a)3.1.
(b) As used in this Section 3.1(a)3.1, “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.
Appears in 1 contract
Samples: Employment Agreement (United Rentals North America Inc)
Salary Continuation Payments. (a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) for a period of 12 months following termination of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs shall be governed in accordance Executive has complied with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, at the conclusion of the Transition Period, Executive agrees to sign and deliver to the Company a release in the form attached hereto as Exhibit A. In consideration for that release and the covenants in paragraph 8 of this Agreement, the Company will provide Executive with salary continuation payments for the period January 1, 2005 through December 31, 2005 (“Salary Continuation Period”) as set forth in subparagraphs (a) and (b), below. However, if Executive fails to comply with paragraphs 8 or 11.b of this Agreement during the Transition Period or Salary Continuation Period, the Company’s obligation to continue Executive’s salary continuation payments shall end on the date of non-compliance and Executive shall return to the Company all provisions monies paid to him by the Company pursuant to this paragraph. The Company’s obligations to continue salary continuation payments shall not be relieved or diminished by the Executive’s death or disability prior to, or during, the Salary Continuation Period. Should the Company cease payments under this paragraph due to Executive’s failure to comply with paragraphs 8 or 11.b, all other rights or obligations of the parties under this Agreement shall remain in effect full force and effect.
a. The Company will continue to pay Executive’s base salary at its present rate during the Salary Continuation Period in an aggregate amount of $325,000. These payments will be made in four (4) equal amounts at the end of each fiscal quarter during 2005, subject to all local, state, and federal income tax withholding; provided, however, that if a “change of control” (as defined in Section 6.4.3 of Executive’s terminated Employment Agreement, which is referenced herein only for the full terms specified herein, but purposes of defining a “change of control”) of the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: occurs either (i) the Employee has misappropriated any funds before September 29, 2004 or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) between September 30, 2004 and December 31, 2004 so long as the Employee Company has been convicted not hired a successor President and CEO, the “Salary Continuation Period” shall be as follows: Executive shall continue to be paid base salary at the rate of any crime $325,000, in the manner and at the times at which regular compensation was paid to Executive during the term of his employment, for a period of 36 months from the date of notice of the change of control, except that impairs the Employee’s ability if Executive continues to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to work for the Company or any of its operations subsidiaries, then any amounts Executive receives as compensation following the event shall be credited against the amounts payable to Executive under this subparagraph. In no other respect shall the amount of any payment provided for in this subparagraph be reduced by any compensation or reputationbenefits earned by Executive as a result of employment after his termination.
b. Under COBRA, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance Executive is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application eligible for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated continuing coverage under the Company’s policies or rules (includinghealth benefit plan for a period of eighteen months from January 1, but not limited to2005. If Executive takes the necessary steps to elect COBRA continuation coverage, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in Company will reimburse Executive for the performance cost of his or her duties with COBRA premiums for the Company12-month period ending December 31, 2005. Executive will be responsible for all local, state, and federal income tax withholding and payments for these amounts. For the remaining COBRA period, Executive will be responsible for paying the applicable COBRA premiums.
Appears in 1 contract
Salary Continuation Payments. (a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) , for a period of 12 months following termination of employment, the Company shall shall: i) pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, his or her employment (or for an Employee who was employed by the Company for a period less than 12 months, 80% of the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination); (ii) pay to Employee an amount equal to the pro-rata portion (based on the percentage of the fiscal year Employee remained employed) of Employee’s target annual cash bonus for a period the fiscal year in which Employee’s employment was terminated (and any prior fiscal year annual cash bonus if unpaid at the time of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Employee’s termination), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata pro-rata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any valid and unvested Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements executed on or prior to the date of this Agreement (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits payments and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits payments or RSU vesting described in this Section 3.1(a).
(b) As used in this Section 3.1(a)3.1, “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.
Appears in 1 contract
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6:
(ai) In the event EmployeeIf Executive’s employment was is terminated for any reason (including without limitation the Company’s effective termination of Executive’s employment by reason of the Company’s election pursuant to paragraph 1 not to extend any Employment Period ending prior to December 31, 2020, other than Cause or Executive’s voluntary termination pursuant to paragraph 5(d) (Executive’s “Voluntary Termination”), the Company agrees to pay Executive an amount which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employmentTermination (collectively the “Tier 1 Salary Continuation Payments”). Notwithstanding Sections 3(a), 3(b), 5(a) and/or 5(c) of this Agreement, the Tier 1 Salary Continuation Payments shall be payable in equal monthly installments over a period of twenty-four (24) months following the Date of Termination.
(ii) Upon Executive’s Voluntary Termination or if Executive is terminated for Cause, the Tier 1 Salary Continuation Payments shall be reduced to the total amount of $50,000 (the “Tier 2 Salary Continuation Payments”) and shall be payable in equal monthly installments over a twelve-month period following the Date of Termination.
(iii) If Executive’s employment is terminated by reason of the Company’s election pursuant to paragraph 1 not to extend any Employment Period ending on or after December 31, 2020, as applicable, then the Company shall pay to Employee every two weeks 1/26th Executive one of the base salary paid to Employee following amounts, as designated by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for at its sole option and election in a period less than 12 months, the annualized base salary paid writing delivered to Employee by the Company for the period of employment preceding the Employee’s termination; Executive within seven (ii7) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects days after notice of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon EmployeeExecutive’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance termination is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.given:
Appears in 1 contract
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to March 30, 2018 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after March 30, 2018 by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches any during the 24-month period following the Date of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited toTermination, the Company’s equal employment opportunity policies) obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or (b) is guilty of negligence or misconduct in equity which the performance Company may have against Executive by virtue of his or her duties breach of this Agreement. The Company’s obligation to make Salary Continuation Payments shall also cease with the Companyrespect to periods after Executive’s death.
Appears in 1 contract
Salary Continuation Payments. (a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) , for a period of 12 months following termination of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary Employee’s Compensation paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, his or for an Employee who was employed by the Company for a period less than 12 monthsher employment (as applicable, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”); provided, provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (however, all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) Salary Continuation Payments are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. The Company shall provide Employee with the proposed form of separation agreement and general release no later than seven (7) days following the date of termination, and Employee shall execute and cause to become irrevocable such release no later than fifty-two (52) days after the date of termination. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all the provisions of this Agreement shall remain in effect for the full terms specified herein, but including any applicable tolling period provided under Section 3(d), except that the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the paymentsSalary Continuation Payments. Payments by the Company to the Employee, Company-paid benefits or RSU vesting described in this Section 3.1(a)if any, shall be subject to the same withholding as applied during the Employee’s employment.
(b) As used in this Section 3.1(a)3.1, “Employee’s Compensation,” for any period, shall be limited to only the Employee’s base salary. For sales employees only, who received more compensation in the form of commissions than base salary during the 12 month period immediately preceding termination, both Employee’s base salary and commissions shall be included in determining Employee’s Compensation.
(c) As used in this Section 3.1, “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company; or (xiii) the Employee has given notice or other indication of Employee’s intent to resign, to seek employment with a competitor, and/or to take any action that might injure, damage, or irreparably harm the Company or which could lead to the unauthorized use or disclosure of the Company’s Trade Secrets or Confidential Information.
Appears in 1 contract
Samples: Employment Agreement (United Rentals North America Inc)
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to October 1, 2020 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination as provided in Section 4(d) and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a) or Section 5(e), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after October 1, 2020 by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches any during the 24-month period following the Date of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited toTermination, the Company’s equal employment opportunity policies) obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or (b) is guilty of negligence or misconduct in equity which the performance Company may have against Executive by virtue of his or her duties breach of this Agreement. The Company’s obligation to make Salary Continuation Payments shall also cease with the Companyrespect to periods after Executive’s death.
Appears in 1 contract
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if (ai) In the event Employeetermination of Executive’s employment was terminated occurs prior to the expiration of the Employment Period for any reason other than Death, Disability, Cause or the Executive’s Voluntary Termination, or (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above such that the Employment Period will terminate prior to the fifth (5th) anniversary of its commencement, then the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary and Target Annual Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employment, Termination (the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with paragraph 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: above.
(i) the Employee has misappropriated any funds Company terminates the Executive’s employment for Cause, due to Executive’s Disability, or property by giving written notice of non-renewal of the CompanyEmployment Period as provided in paragraph 1 above such that the Employment Period will terminate on or after the fifth (5th) anniversary of its commencement, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted Executive gives notice of any crime that impairs the Employee’s ability to perform his or her duties Voluntary Termination, then the Salary Continuation Payments shall be the total of (x) any and responsibilities all amounts due the Executive by reason of and in accordance with the Companyprovisions of paragraph 5(d) above, or that causes or may cause damage to the Company or its operations or reputationpayable as provided therein, or that involves fraud, embezzlement or moral turpitude; plus (iiiy) the Employee has sum of $50,000, payable (a) obtained personal profit from any transaction in the event of or involving a termination by the Company under clause (or engaged i) of this sentence, over a twelve-month period following the Date of Termination, in any activity with eleven (11) equal monthly installments of $1,000.00, followed by a twelfth and final monthly payment in the intent amount of obtaining such a personal profit) without the prior written approval of the Company $39,000, or (b) engaged in any other conduct which constitutes the event of a breach termination by the Executive under clause (ii) of fiduciary duty or this sentence, over a six-month period beginning on the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support first day of the Employee’s application for employment with seventh month following the Company, regardless Date of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or whichTermination, in factfive (5) equal monthly installments of $2,000, damages followed by a sixth and final monthly payment in the reputation amount of $40,000. If the Company; (xi) Executive breaches this Agreement at any time during the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited toperiod in which payments are being made hereunder, the Company’s equal employment opportunity policies) obligation to make any additional Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time to the extent they exceeded $1,000.00. The termination of Salary Continuation Payments shall not waive any other rights at law or (b) is guilty of negligence or misconduct in equity which the performance Company may have against Executive by virtue of his or her duties breach of this Agreement. The Company’s obligation to make Salary Continuation Payments shall cease with the Companyrespect to periods after Executive’s death.
Appears in 1 contract
Samples: Executive Employment Agreement (Standard Parking Corp)
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (a) In including without limitation the event EmployeeCompany’s effective termination of Executive’s employment was terminated at the end of any Employment Period expiring prior to March 31, 2019 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “cause” (as defined belowSalary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a), then: (i) will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination (i) the Date of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employmentTermination, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period the last day of 12 months following termination of employment, the Employment Period if the Company shall provide Company-paid medical and dental coverage under gives a Notice of Nonrenewal (the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with Section 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general releaseof a Voluntary Termination, or Employee if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after March 31, 2019, by reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments. In the event Executive breaches this Agreement at any time breaches any during the 24-month period following the Date of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited toTermination, the Company’s equal employment opportunity policies) obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or (b) is guilty of negligence or misconduct in equity which the performance Company may have against Executive by virtue of his or her duties breach of this Agreement. The Company’s obligation to make Salary Continuation Payments shall also cease with respect to periods after Executive’s death.
2. Except as expressly modified above, all of the Companyremaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.
Appears in 1 contract
Samples: Employment Agreement (SP Plus Corp)
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if, (ai) In the event Employeetermination of Executive’s employment was terminated occurs prior to the expiration of the Employment Period for any reason other than Cause or the Executive’s Voluntary Termination, or (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above such that the Employment Period will terminate prior to March 31, 2019, then the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive's Annual Base Salary and Target Annual Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employment, Termination (the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”"Salary Continuation Payments"), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with paragraph 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a(b) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determinesabove. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property Company’s termination of the CompanyExecutive’s employment for Cause, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted Company gives a written notice of any crime non-renewal of the Employment Period as provided in paragraph 1 above such that impairs the Employee’s ability to perform his Employment Period will terminate on or her duties and responsibilities with the Companyafter March 31, 2019, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) a Voluntary Termination by the Employee has (a) obtained personal profit from any transaction Executive, the Salary the Salary Continuation Payments shall be the total of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) any and all amounts due the Employee has committed any act intended to damage Executive by reason of and in accordance with the reputation provisions of the Company or whichparagraph 5( d) above, in fact, damages the reputation of the Company; plus (xiy) the Employee has disclosed to sum of Fifty Thousand Dollars ($50,000), payable in equal monthly installments of $4,166.67 over a 12-month period following the Date of Termination. If the Executive breaches this Agreement at any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information time during the twenty-four (24) month period following the Date of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited toTermination, the Company’s equal employment opportunity policies) obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time. The termination of Salary Continuation Payments shall not waive any other rights at law or (b) is guilty of negligence or misconduct in equity which the performance Company may have against Executive by virtue of his or her duties breach of this Agreement. The Company's obligation to make Salary Continuation Payments shall also cease with respect to periods after Executive's death.
3. Except as expressly modified above, all of the Companyremaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.
Appears in 1 contract
Salary Continuation Payments. As additional consideration for the representation and restrictions contained in this paragraph 6, if (ai) In the event Employeetermination of Executive’s employment was terminated occurs prior to the expiration of the Employment Period for any reason other than Death, Disability, Cause or the Executive’s Voluntary Termination, or (ii) the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above such that the Employment Period will terminate prior to the twentieth (20th) anniversary of its commencement, then the Company agrees to pay Executive amounts which, when combined with all amounts payable by the Company without “cause” (as defined below), then: pursuant to either clause (i) of paragraph 5(a) above or clauses (i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary and Target Annual Bonus as in effect immediately preceding the Date of Termination for a period of 12 twenty-four (24) months following termination the Date of employment, Termination (the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRASalary Continuation Payments”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs . The Salary Continuation Payments shall be governed payable as and when such amounts would be paid in accordance with paragraph 3(a) and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).
(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: above.
(i) the Employee has misappropriated any funds Company terminates the Executive’s employment for Cause, due to Executive’s Disability, or property by giving written notice of non-renewal of the CompanyEmployment Period as provided in paragraph 1 above such that the Employment Period will terminate on or after the twentieth (20th) anniversary of its commencement, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted Executive gives notice of any crime that impairs the Employee’s ability to perform his or her duties Voluntary Termination, then the Salary Continuation Payments shall be the total of (x) any and responsibilities all amounts due the Executive by reason of and in accordance with the Companyprovisions of paragraph 5(d) above, or that causes or may cause damage to the Company or its operations or reputationpayable as provided therein, or that involves fraud, embezzlement or moral turpitude; plus (iiiy) the Employee has sum of $50,000, payable (a) obtained personal profit from any transaction in the event of or involving a termination by the Company under clause (or engaged i) of this sentence, over a twelve-month period following the Date of Termination, in any activity with eleven (11) equal monthly installments of $1,000.00, followed by a twelfth and final monthly payment in the intent amount of obtaining such a personal profit) without the prior written approval of the Company $39,000, or (b) engaged in any other conduct which constitutes the event of a breach termination by the Executive under clause (ii) of fiduciary duty or this sentence, over a six-month period beginning on the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support first day of the Employee’s application for employment with seventh month following the Company, regardless Date of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or whichTermination, in factfive (5) equal monthly installments of $2,000, damages followed by a sixth and final monthly payment in the reputation amount of $40,000. If the Company; (xi) Executive breaches this Agreement at any time during the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited toperiod in which payments are being made hereunder, the Company’s equal employment opportunity policies) obligation to make any additional Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time to the extent they exceeded $1,000.00. The termination of Salary Continuation Payments shall not waive any other rights at law or (b) is guilty of negligence or misconduct in equity which the performance Company may have against Executive by virtue of his or her duties breach of this Agreement. The Company’s obligation to make Salary Continuation Payments shall cease with the Companyrespect to periods after Executive’s death.
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