Severance Benefit. (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.
(b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.
(c) Solely for purposes of this Agreement, “Cause” shall include:
i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder,
ii. willful and repeated failures to substantially perform his assigned duties; or
iii. a violation of any provision of this Agreement or express significant policies of the Company.
(d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:
Severance Benefit. If the Employee’s employment is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his/her employment for Good Reason (as defined below), the Company shall provide Employee with the following:
(a) A lump sum payment payable within 60 days following Employee’s termination date equal to twenty-four (24) months of Employee’s base salary in effect at the time of such termination, or immediately prior to the event that serves as the basis for termination for Good Reason;
(b) A lump sum payment payable within 60 days following Employee’s termination date equal to two times the average annual incentive (bonus) payment earned by the Employee under the Company’s applicable Short-Term Incentive Plan (or any successor plan) for the three (3) full years prior to Employee’s termination date;
(c) A lump sum payment payable within 60 days following Employee’s termination date equal to the product of (i) twelve (12) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;
(d) A lump sum payment payable within 60 days following Employee’s termination date equal to $200,000;
(e) Subject to Section 14 of this Agreement, all stock options, restricted stock, restricted stock units and other time-vesting equity awards granted to Employee under the 2009 EQT Corporation Long-Term Incentive Plan (as amended, the “2009 LTIP”), the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2014 LTIP”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2012 LTIP”), the EQT GP Services, LLC 2015 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2015 LTIP”), and any other long-term incentive plan of the Company (the 2009 LTIP, the 2014 LTIP, the 2012 LTIP, the 2015 LTIP and any other long-term incentive plan of the Company are, collectively, the “LTIPs”) shall immediately become vested and exercisable in full and/or all restrictions on such awards shall lapse (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and
(f) Subject to Section 14 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs shall remain outstanding and shall be ea...
Severance Benefit. Upon satisfaction of the terms and conditions of this Agreement, and subject to Section 6, the Executive shall be entitled to the following Standard Severance Benefits:
Severance Benefit. Key Employee will be entitled to receive the severance benefits described in ARTICLE III upon his termination of employment during the term of this Agreement described in Section 2.1 provided he satisfies the requirements outlined in ARTICLE III.
Severance Benefit. In the event that Executive’s employment is terminated, other than for Cause, Executive shall receive compensation pursuant to Section 4.7 herein.
Severance Benefit. If the Executive is subject to a Qualifying Termination, then the Company shall pay the Executive 100% of his or her annual base salary and target bonus (at the annual rate in effect immediately prior to the actions that resulted in the Qualifying Termination). Such severance benefit shall be paid in accordance with the Company’s standard payroll procedures. The Executive will receive his or her severance payment in a cash lump-sum which will be made within ten (10) business days of the latest of the following dates:
(i) the date of Executive’s Qualifying Termination;
(ii) the date of the Company’s receipt of the Executive’s executed General Release; and
(iii) the expiration of any rescission period applicable to the Executive’s executed General Release.
Severance Benefit. Upon satisfaction of the requirements set forth in Paragraph 6, and subject to Paragraphs 8 and 11, the Executive shall be entitled to the following Severance Benefits:
Severance Benefit. If (i) at any time during the Coverage Period, the Executive's employment hereunder is terminated by the Company for any reason other than Cause, death or Disability, or by the Executive for Good Reason, or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then,
(a) within five business days after such termination, the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate of the Executive)
(i) accrued but unpaid salary and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) times the Executive's Compensation;
(b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to the Executive the present value of the benefits (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement plan, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and
(c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive's or the Execu...
Severance Benefit. As soon as practicable (but no later than fifteen (15) business days or, if applicable, the date specified in Section 4.1(b) hereof) following the Qualifying Termination, the Company shall pay to the Executive a lump sum cash payment equal to three (3) multiplied by the sum of (i) and (ii), where (i) equals the greater of the Executive's annual rate of base salary in effect upon the date of the Qualifying Termination, or the Executive's annual rate of base salary in effect as of the earliest of the date of the Announcement, the date of a Change in Control or the date of the Consummation of a Change in Control Transaction, and (ii) equals the Annual Bonus Amount.
Severance Benefit. In the case of a Termination Event, as defined in Section 4, (i) the Bank shall pay to Employee all salary and benefits earned through the effective date of Employee’s termination and a severance benefit (“Severance Benefit”) in an amount equal to two times the amount of Employee’s then-current annual base salary, and (ii) vesting of any stock options and lapse of all restrictions with respect to any restricted stock awards shall occur. Payment of the Severance Benefit shall begin, and vesting and lapse of restrictions described in the preceding sentence shall occur, (i) in the case of a Termination Event described in paragraph 4.1, upon the effective date of termination, and (ii) in the case of a Termination Event described in paragraph 4.2, upon the effective date of the Change in Control which is then pending (or announced within sixty days of the date when the Employee’s employment terminated). The Severance Benefit shall be paid over a two year period in equal monthly payments without interest on the last day of each month, beginning with the month in which the Termination Event described in paragraphs 4.1 or 4.2, as the case may be, occurs.
