Severance and Benefits. A. Non-Change in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year): 1. Pay you your Accrued Amounts; and 2. Commence severance payments to you equal to the sum of (i) two (2) year's base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment following a Constructive Termination because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and 3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 3.A.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 3.A.3 in a manner as is necessary to comply with the Affordable Care Act; and 4. With respect to outstanding equity awards: a. Fully vest all outstanding unvested stock options or stock appreciation rights granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and b. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 3.A.4. a.) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. B. Change in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation for Good Reason. Subject to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if there is a Change in Control of Cerner and within twelve (12) months following the date such Change in Control becomes effective Cerner terminates your employment for any reason other than on account of an Ineligible Severance Event or you resign from employment with Good Reason, then Cerner will, within sixty (60) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year): 1. Pay you your Accrued Amounts; 2. Pay you a lump sum severance payment equal to the sum of (i) two (2) years' base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination or resignation of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment for Good Reason within twelve (12) months following the date a Change in Control of Cerner becomes effective because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction; 3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner's making payments under this Paragraph 3.B.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 3.B.3 in a manner as is necessary to comply with the Affordable Care Act; and
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Samples: Executive Employment Agreement, Executive Employment Agreement (Cerner Corp /Mo/)
Severance and Benefits. A. NonIn consideration for your execution and non-Change revocation of the Supplemental Release, as described in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject paragraph 4 hereof, you will be entitled to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, the following: (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) continuation of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts; and
2. Commence severance payments to you equal to the sum of (i) two (2) year's annual base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment following a Constructive Termination because of a material reduction as in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans effect on the date hereof, for a period of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 3.A.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 3.A.3 in a manner as is necessary to comply with the Affordable Care Act; and
4. With respect to outstanding equity awards:
a. Fully vest all outstanding unvested stock options or stock appreciation rights granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and
b. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 3.A.4.
a.) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.
B. Change in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation for Good Reason. Subject to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if there is a Change in Control of Cerner and within twelve (12) months following the Separation Date, payable in periodic installments in accordance with the Company’s normal payroll practices, (ii) your Pro-Rated Bonus (as defined in the Offer Letter) based upon a target bonus equal to your annual base salary, as in effect on the date such Change hereof, for 2023, paid in Control becomes effective Cerner terminates your employment for any reason other than on account of an Ineligible Severance Event or you resign from employment with Good Reason, then Cerner will, within sixty (60) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts;
2. Pay you a lump sum severance payment equal on the Company’s first regular payroll date following the date that the Supplemental Release becomes effective and no longer subject to the sum of (i) two (2) years' base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination or resignation of your employment, less revocation and (iii) normal tax subject to your timely election of, and payroll deductions. The severance payments contemplated by continued eligibility for, continuation coverage under the immediately preceding clause Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (iCOBRA), and your continued copayment of premiums, the Company will provide you with continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) will be based on which covers you and your annual base salary at the time eligible dependents for a period of your termination; provided, however, that if you resign from employment for Good Reason within a period of twelve (12) months following the date a Change in Control of Cerner becomes effective because of a material reduction in your total target compensationSeparation Date; provided, such severance payments will be based on your annual base salary immediately prior to such reduction;
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's healthhowever, vision and dental plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this paragraph 2(c)(iii) if Cerner's making payments under this Paragraph 3.B.3 it would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under excise taxes on the Affordable Care Act, the parties agree to reform this Paragraph 3.B.3 in a manner as is necessary Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act; Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) and, in such case, the Company shall provide you with a monthly lump-sum cash payment equal to the monthly cost of such coverage during such twelve (12)-month period. Following expiration of the benefit continuation period described above, you may thereafter continue to receive COBRA coverage (to the extent permitted under applicable law and the applicable plan) for the remainder of the applicable COBRA coverage period, subject to your payment of the full COBRA premiums required for such coverage. The plan administrator will provide you with the required documentation for electing COBRA coverage at your own cost under separate correspondence.
Appears in 1 contract
Severance and Benefits. A. Non-Change In consideration of, and subject to your compliance with the obligations herein, including the execution of this Agreement, your smooth transition of your duties in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 3.C. accordance with Section 1(b) above, the occurrence of the First Release Effective Date (Severance Agreement as defined in Section 8 below) and Releasethe Reaffirmation Effective Date (as defined on Exhibit C attached hereto), ifyou will be entitled to the payments and benefits described in this Section 2 (collectively, the “Severance”):
(a) The Company will pay you a total of $480,000 less applicable taxes and withholdings, payable in equal installments on the Company’s regular payroll dates over the 12- month period following the Separation Date (the “Severance Period”) commencing on the Company’s first payroll date following the Reaffirmation Effective Date, with any payments otherwise due prior to such payroll date paid on such date (the “Severance Pay”). In the event you owe the Company any monies as of the Separation Date, you authorize the Company to offset any such amount from the Severance Pay.
(b) The Company will pay you a Change in Control or lump sum payment equal to $308,750 paid on the first payroll date following the Reaffirmation Effective Date.
(c) Payment of a pro rata bonus for 2024, equal to the annual bonus you would have been entitled to receive had your employment not been terminated, based on the actual performance of the Company for the full year, multiplied by a fraction, the numerator of which is 104 and the denominator of which is 365, payable at any the time after when annual bonuses are paid generally; and
(d) In the event you timely elect to continue group health insurance coverage pursuant to COBRA, the Company will pay to the health insurance company directly on your behalf your COBRA continuation costs for the twelve (12) months month period commencing on the first day of the first month following a Change in Controlthe Separation Date, after which time you will be fully responsible for the entire cost of COBRA coverage. In the event you become eligible for health insurance under another employer’s health plan, the foregoing payment obligation of the Company will cease and you must notify the Company within five (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (605) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts; and
2. Commence severance payments to you equal to the sum of (i) two (2) year's base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment following a Constructive Termination because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying becoming eligible for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoinghealth plan by contacting Xxx Xxxxxx, if Cerner making payments under this Paragraph 3.A.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care ActEVP, the parties agree to reform this Paragraph 3.A.3 in a manner as is necessary to comply with the Affordable Care Act; and
4. With respect to outstanding equity awards:
a. Fully vest all outstanding unvested stock options or stock appreciation rights granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); provided thatPeople & Culture Officer, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and
b. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 3.A.4Xxx.Xxxxxx@xxxxxxxx.xxx.
a.) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.
B. Change in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation for Good Reason. Subject to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if there is a Change in Control of Cerner and within twelve (12) months following the date such Change in Control becomes effective Cerner terminates your employment for any reason other than on account of an Ineligible Severance Event or you resign from employment with Good Reason, then Cerner will, within sixty (60) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts;
2. Pay you a lump sum severance payment equal to the sum of (i) two (2) years' base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination or resignation of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment for Good Reason within twelve (12) months following the date a Change in Control of Cerner becomes effective because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction;
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner's making payments under this Paragraph 3.B.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 3.B.3 in a manner as is necessary to comply with the Affordable Care Act; and
Appears in 1 contract
Severance and Benefits. A. Non-Change in Control - Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject (a) Employee will continue to you satisfying your obligations be paid under Paragraph 3.C. (Severance Agreement and Release), if, prior to a Change in Control or this Section 2(a) at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) Employee's current base salary of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts; and
2. Commence severance payments to you equal to the sum of (i) two (2) year's base salary, plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment$276,640, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; providedusual withholding taxes, however, that if you resign from employment following for a Constructive Termination because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans period commencing on the date of your termination of employment) under Cerner's healthTermination Date and ending August 31, vision and dental plans in effect as of 2001 (such period being the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination"Payment Period"). Such payments will be payable pro rata made on the dates during the twenty-four (24) month severance term on Cerner’s Payment Period that Covance makes its regular paydayspayroll payments. Notwithstanding Employee acknowledges that the foregoing, if Cerner making payments under this Paragraph 3.A.3 would violate the nondiscrimination rules applicable to non-grandfathered plans Company's obligation under the Affordable Care Act or Employee Letter Agreement to continue Employee's base salary for two years after his termination will be satisfied in full pursuant to this Section 2(a) as a result of deferring Employee's termination from September 1, 1999 to the Termination Date.
(b) In addition to the sum specified in the imposition of penalties under the Affordable Care ActSection 2(a), the parties agree to reform this Paragraph 3.A.3 in a manner as is necessary to comply with the Affordable Care Act; and
4. With respect to outstanding equity awards:
a. Fully vest all outstanding unvested stock options or stock appreciation rights granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); provided thatCovance will, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and
b. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 3.A.4the Employment Letter Agreement, pay to Employee an amount equal $152,152, less usual withholding taxes, on March 15, 2000 and $152,152, less usual withholding taxes, on March 15, 2001, such amounts representing the annual incentives Employee might otherwise have earned for the years 1999 and 2000.
a.(c) In addition to remain outstanding the above sum, Covance will pay to Employee an amount equal to the value of Employee's accrued and vest unused vacation time as of the Termination Date, if any, less usual withholding taxes. Such amount shall be paid on such date as Covance makes its first regular payroll payment after the Termination Date.
(d) Employee shall be entitled to withdraw the vested portion of Employee's account under the Stock Purchase Savings Plan of Covance Inc. (or any other 401(k) Plan Employee participated in during his employment with Covance) at the times and in accordance with the other provisions of the Plan. The amounts thereof shall be forfeited determined as of the Termination Date. Any payroll deduction being made to the Stock Purchase Savings Plan of Covance Inc. or the Covance Employee Stock Purchase Plan will cease on the Termination Date.
(e) Employee is entitled to receive 392.07 shares of common stock awarded to him pursuant to and in accordance with the terms and conditions of Covance's Restricted Share Plan and 613.35 shares of Covance common stock awarded to him pursuant to and in accordance with the terms and conditions of the Covance Employee Stock Ownership Plan. In addition, Employee hereby acknowledges that he or his designee has already received 13,923 shares of Covance common stock granted to him under the Covance Conversation Equity Plan.
(f) To the extent not otherwise prohibited by the applicable benefit plans or policies, Employee's coverage for medical and dental insurance under applicable Covance policies shall continue at Covance's expense for the period commencing on the Termination Date and ending six months after the Termination Date. At the expiration of such six month period, Employee shall be entitled to make the COBRA election for continued medical and dental health insurance benefits for Employee and Employee's eligible dependents, subject to the terms and conditions of the applicable award agreementspolicies and all COBRA requirements for up to an additional 18 months. In the event Employee elects COBRA continuation, if the applicable performance goals are satisfied.
B. Change in Control - Termination by Cerner for other than Covance shall pay Employee an Ineligible Severance Event or Resignation for Good Reason. Subject to you satisfying your obligations under Paragraph 3.C. (Severance Agreement and Release), if there is a Change in Control of Cerner and within twelve (12) months following the date such Change in Control becomes effective Cerner terminates your employment for any reason other than on account of an Ineligible Severance Event or you resign from employment with Good Reason, then Cerner will, within sixty (60) days (or later if required by Code Section 409A) of your termination of employment (unless such sixty (60) day period begins in one taxable year and ends in another taxable year, in which case the following payments will not be made until the beginning of the second taxable year):
1. Pay you your Accrued Amounts;
2. Pay you a lump sum severance payment amount equal to the sum of (i) two (2) years' base salarymonthly premium for such coverage, plus (ii) two (2) times the average annual cash bonus you received from Cerner less usual withholding taxes, during the three (3) years preceding the termination or resignation remaining 18 months of your employment, less (iii) normal tax and payroll deductions. The severance payments contemplated by the immediately preceding clause (i) will be based on your annual base salary at the time of your termination; provided, however, that if you resign from employment for Good Reason within twelve (12) months following the date a Change in Control of Cerner becomes effective because of a material reduction in your total target compensation, such severance payments will be based on your annual base salary immediately prior to such reduction;
3. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your terminationPayment Period. Such payments will be payable pro rata made to Employee in equal installments on the dates during the twenty-four (24) month severance term on Cerner’s Payment Period that Covance makes its regular paydayspayroll payments. To the extent not otherwise prohibited by the applicable benefit plans or policies, life and disability insurance coverage will continue, at Covance's expense, through the Payment Period. At the expiration of the Payment Period, the Employee may convert the life insurance coverage to an individual policy, at Employee's expense, but without evidence of insurability, within 30 days. Except as otherwise provided in this Agreement, all other benefits coverage shall be terminated as of the Termination Date. Notwithstanding anything in this Section 2(f) to the contrary, Employee agrees that if Employee obtains or is provided medical, dental, life and/or disability insurance which is comparable to the benefits provided by Covance under the respective Covance benefit plans in terms of the coverage provided and the expense (both deductible and direct) borne by the Employee, then Employee shall promptly notify Covance which of such insurance benefits is then being provided to Employee and Covance shall cease providing such coverage or discontinue paying the premiums for such insurance, as applicable.
(g) In the event Employee applies for unemployment compensation, Covance agrees not to contest said payment of unemployment compensation.
(h) In addition to the foregoing, if Cerner's making Covance will provide Employee outplacement services for the period from the Termination Date to the one year anniversary of such date. Employee shall select and Covance shall approve, which approval Covance shall not unreasonably withhold, such outplacement provider and Covance shall pay such costs directly to the outplacement provider.
(i) Covance hereby acknowledges that for purposes of that certain Amended and Restated Supplemented Executive Retirement Plan (the "SERP") Employee has accrued and vested in five Years of Services (as defined in the SERP), and shall be entitled to the retirement payments under this Paragraph 3.B.3 would violate the nondiscrimination rules applicable SERP in the amounts, at the times and on the other terms and conditions specified in the SERP after giving effect to such service crediting.
(j) No other benefits, bonuses, or additional compensation (including, without limitation, the right to participate in the Stock Purchase Savings Plan of Covance Inc., the Covance Inc. Employee Stock Purchase Plan, the Covance Inc. Employee Stock Ownership Plan, the Covance Restricted Share Plan, the Covance Inc. Employee Equity Participation Plan, the Covance Inc. Conversion Equity Plan, the Covance Inc. Variable Compensation Plan, the Covance Inc. General Employee Variable Compensation Plan, or any other plan document, any disability insurance plan of Covance or its affiliates, the Covance Severance Pay Plan, the SERP, except as expressly provided in Section 2(i), or any other similar plans of Covance or its parents or affiliates) shall be available or payable to Employee. Without limiting the foregoing, and except as provided below, all stock options and performance/restricted shares granted to Employee under the Covance Employee Equity Participation Program or the Covance Inc. Conversion Equity Plan, including, without limitation, 7,000 stock options of a grant of 21,000 non-grandfathered plans under qualified stock options pursuant to that certain Non-Qualified Stock Option Agreement dated February 18, 1998 (1998 Option Award) (the Affordable Care Act or result in "SECOND STOCK OPTION AGREEMENT"), 8,066 stock options of a grant of 12,100 non-qualified stock options pursuant to that certain Non-Qualified Stock Option Agreement dated February 25, 1999 (1999 Option Award) (the imposition of penalties under the Affordable Care Act"THIRD STOCK OPTION AGREEMENT"), the parties agree to reform this Paragraph 3.B.3 in a manner as is necessary to comply with the Affordable Care Act; andgrant of
Appears in 1 contract
Samples: Severance Agreement (Covance Inc)