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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following: (a) Employee’s execution of a release of claims in a form acceptable to the Company; and (b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 9 contracts
Samples: Transition Agreement and General Release (EQT Midstream Partners, LP), Confidentiality, Non Solicitation and Non Competition Agreement (Equitrans Midstream Corp), Employment Agreement (EQT Corp)
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 sixty (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 sixty (60) days following Employee’s termination date equal to two (2) 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; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three (3) full calendar years and through the determination and payment, if any, of the annual incentive for the third (3rd) such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) Employee’s actual award for such year, and (ii) Employee’s target annual incentive (bonus) award at time of termination;
(c) A lump sum payment payable within 60 sixty (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 sixty (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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(ax) Employee’s execution and non-revocation of a release of claims in a form acceptable to the Company; and
(by) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 5 contracts
Samples: Agreement and Release (EQT Corp), Agreement and Release (EQT Corp), Confidentiality Agreement (EQT Corp)
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; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three full calendar years and through the determination and payment, if any, of the annual incentive for the third such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at time of termination;
(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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program).
(g) Subject to Section 14 of this Agreement, all “value driver”-type performance-based equity awards (i.e., equity awards that may be earned based the Company’s attainment of one or more threshold performance goals together with the application of a performance multiplier based on individual performance, and become vested based on Employee’s continued employment with the Company through one or more vesting dates) shall be earned based on (i) “target” levels of performance, if Employee’s termination date occurs before the relevant performance level has been approved by the Management Development and Compensation Committee of the Board of Directors (the “Committee”), or (ii) actual levels of performance, if Employee’s termination date occurs after the relevant performance level has been approved by the Committee, and in either case, the number of award shares earned shall immediately become vested and payable as of the date of termination (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 4 contracts
Samples: Agreement and Release (EQT Corp), Agreement and Release (EQT Corp), Confidentiality, Non Solicitation and Non Competition Agreement (EQT Corp)
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 his 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 Employee’s target 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 eighteen (1218) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;; and
(d) A If Employee’s employment with Equitrans Midstream is terminated involuntarily by the Company without “Cause” (as defined below) or voluntarily for “Good Reason” (as defined below) prior to the grant to Employee of the 2019 LTIP Award, which is expected to occur on or about January 1, 2019, subject to Employee’s compliance with this Agreement (including execution and non-revocation of a release of claims), Employee shall receive a cash payment equal to the target value of the 2019 LTIP Award that would have been granted to Employee, which amount shall be paid (less applicable tax and other withholding) in a lump sum payment payable within 60 days following of the termination of 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program)employment. The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Equitrans Midstream Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution and non-revocation of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her his obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her his duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her his termination not later than 30 days after such termination.
Appears in 3 contracts
Samples: Confidentiality, Non Solicitation and Non Competition Agreement, Confidentiality, Non Solicitation and Non Competition Agreement (Equitrans Midstream Corp), Confidentiality, Non Solicitation and Non Competition Agreement (Equitrans Midstream Corp)
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 his 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; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three full calendar years and through the determination and payment, if any, of the annual incentive for the third such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at time of termination;
(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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her his obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her his duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her his termination not later than 30 days after such termination.
Appears in 3 contracts
Samples: Confidentiality, Non Solicitation and Non Competition Agreement (Equitrans Midstream Corp), Confidentiality, Non Solicitation and Non Competition Agreement (EQM Midstream Partners, LP), Confidentiality, Non Solicitation and Non Competition Agreement (EQT Corp)
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 his 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; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three full calendar years and through the determination and payment, if any, of the annual incentive for the third such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at time of termination;
(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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her his obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her his duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her his termination not later than 30 days after such termination.
Appears in 2 contracts
Samples: Release Agreement (EQT Corp), Confidentiality, Non Solicitation and Non Competition Agreement (EQT Corp)
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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program).
(g) Subject to Section 14 of this Agreement, all “value driver”-type performance-based equity awards (i.e., equity awards that may be earned based the Company’s attainment of one or more threshold performance goals together with the application of a performance multiplier based on individual performance, and become vested based on Employee’s continued employment with the Company through one or more vesting dates) shall be earned based on (i) “target” levels of performance, if Employee’s termination date occurs before the relevant performance level has been approved by the Management Development and Compensation Committee of the Board of Directors (the “Committee”), or (ii) actual levels of performance, if Employee’s termination date occurs after the relevant performance level has been approved by the Committee, and in either case, the number of award shares earned shall immediately become vested and payable as of the date of termination (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 2 contracts
Samples: Confidentiality, Non Solicitation and Non Competition Agreement (EQT Midstream Partners, LP), Transition Agreement and General Release (EQT Midstream Partners, LP)
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 If (24i) the Bank or Parent Corp. terminates this Agreement without "Cause" (other than on account of the Executive's death, retirement or "Disability") or (ii) the Executive voluntarily terminates his employment with six (6) months following the occurrence of Employee’s base a Change of Control, the Executive will be entitled to receive in full satisfaction of the Bank's and Parent Corp.'s obligations to the Executive under this Agreement (A) all accrued salary in effect at and benefits through the time effective date of such termination; (B) a severance benefit equal to the sum of (x) thirty-six (36) months pay at Executive's then current base salary payable either in a single lump sum or, at the Executive's option, over thirty-six (36) month period in accordance with the Bank's regular payroll cycle and (y) three times the most recent annual bonus received by Executive from the Bank or the Parent Corp.; and (C) all benefits then owed to Executive under all employee benefit plans maintained by the Bank and/or the Parent Corp.. In addition, all stock options granted to the Executive by the Bank and/or the Parent Corp. shall be fully exercisable, except to the extent that the acceleration of vesting thereunder will materially adversely affect the accounting treatment applicable to any Change of Control. In addition, Executive shall continue to receive paid coverage (subject to his payment of the same share of the premium cost as is paid by other Bank employees) under the Bank's group health insurance plan (as such plan may be modified from time to time), in accordance with Executive's coverage elections in effect immediately prior to his termination of employment, for a period commencing at the event that serves as termination of his employment and ending at 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 earlier of (i) twelve (12) and months thereafter; or (ii) 100% of the then-current Consolidated date on which Executive obtains coverage under another employer's group health plan, in which case Executive's participation in the Bank's plan will terminate. Thereafter, the Executive shall have whatever rights are available to him under the Consolidation 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 Agreement1985, 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”("COBRA"), 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and.
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations Except as expressly set forth in Sections 1 above, the foregoing payments and 2 (benefits to the “Restrictive Covenants”). Solely for purposes Executive shall not be reduced by the amount of any compensation or benefits received by the Executive from other employers following the termination of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 2 contracts
Samples: Employment Agreement (Bancorp Connecticut Inc), Employment Agreement (Bancorp Connecticut Inc)
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 Continuation 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, for a period of twelve (12) months from the date thereof. Such salary continuation payments will be in accordance with the Company’s payroll practices;
(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 $200,00025,000.00;
(e) Subject to Section 14 13 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 13 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs (other than those discussed in subsection (g) of this Section 3) shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and
(g) Subject to Section 13 of this Agreement, all “value driver”-type performance-based equity awards (i.e., equity awards that may be earned based the Company’s attainment of one or more threshold performance goals together with the application of a performance multiplier based on individual performance, and become vested based on Employee’s continued employment with the Company through one or more vesting dates) shall be earned based on (i) “target” levels of performance, if Employee’s termination date occurs before the relevant performance level has been approved by the Management Development and Compensation Committee of the Board of Directors (the “Committee”), or (ii) actual levels of performance, if Employee’s termination date occurs after the relevant performance level has been approved by the Committee, and in either case, the number of award shares earned shall immediately become vested and payable as of the date of termination (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 2 contracts
Samples: Separation Agreement (Equitrans Midstream Corp), Confidentiality, Non Solicitation and Non Competition Agreement (Equitrans Midstream Corp)
Severance Benefit. If In the Employee’s event Executive's employment with the Company is terminated by the Company for any reason without Cause, other than due to Executive's death or Disability, or in the event Executive terminates his employment for Good Reason, in either case within two (2) years following a Change of Control, or in the event that prior to the consummation of a pending Change of Control Executive's employment is involuntarily terminated by the Company without Cause (other than due to Executive's death or Disability) as defined below) a condition to the consummation of the proposed transaction, whether at the request of the acquiring firm or if the Employee otherwise, or Executive terminates his/her his employment for Good Reason in the one hundred and eighty (as defined below)180) day period prior to a Change of Control, Executive shall be entitled to receive the Company shall provide Employee with following severance compensation and benefits in addition to any compensation or benefits to which he may be entitled under the followingEmployment Agreement:
(ai) A Executive's Base Salary through the date of termination of his employment, which shall be paid in a cash lump sum payment payable within 60 not later than thirty (30) days following Employee’s Executive's termination date of employment;
(ii) an amount equal to twenty-four two (242) months full years of Employee’s base salary Executive's Base Salary, at the rate in effect at on the time date of such terminationtermination of Executive's employment (or in the event a reduction in Base Salary is a basis for a termination by Executive for Good Reason, or then the Base Salary in effect immediately prior to the event that serves as the basis for such reduction), payable in a cash lump sum not later than thirty (30) days following Executive's termination for Good Reasonof employment;
(biii) A a pro rata annual bonus for the fiscal year which includes the date of termination, calculated by multiplying the annual bonus Executive would have earned for the fiscal year of termination, at a minimum, calculated as if the target performance levels were satisfied for the fiscal year of termination, or, if greater, any performance bonus Executive is guaranteed to receive for the fiscal year under the terms of the Employment Agreement, by a percentage equal to the ratio of the number of days worked by Executive during the fiscal year of the termination to the total number of work days during such fiscal year, payable in a cash lump sum payment payable within 60 not later than thirty (30) days following Employee’s Executive's termination date of employment;
(iv) an amount equal to two (2) times the average annual incentive (bonus) payment bonus Executive would have earned by for the Employee fiscal year of termination, at a minimum, calculated as if the target performance levels were satisfied for the fiscal year of termination, or, if greater, any performance bonus Executive is guaranteed to receive for the fiscal year under the Company’s applicable Short-Term Incentive Plan terms of the Employment Agreement, payable in a cash lump sum not later than fifteen (or any successor plan15) for the three (3) full years prior to Employee’s days following Executive's termination dateof employment;
(cv) A lump sum payment payable within 60 days immediate vesting of all outstanding stock options and the right to exercise such stock options at any time during an extended exercise period of not less than thirty-six (36) months following Employee’s Executive's termination date equal of employment, or the remainder of the exercise period, if less, in each case, to the product extent permitted by the terms of the Company's stock option schemes;
(ivi) settlement of all deferred compensation arrangements in accordance with any then applicable deferred compensation plan or election form;
(vii) continued medical, hospitalization, life and other insurance benefits being provided to Executive and Executive's family at the date of termination, for a period of up to twelve (12) and (ii) 100% months after the date 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 termination; provided that the Company shall have no obligation to continue to provide Executive with these benefits for any periods after the date Executive obtains comparable benefits (the 2009 LTIP, the 2014 LTIP, the 2012 LTIP, the 2015 LTIP and any other longwith no significant pre-term incentive plan existing condition exclusions) as a result of the Company are, collectively, the “LTIPs”) shall immediately become vested and exercisable Executive's employment 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)a new position; and
(fviii) Subject to Section 14 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs shall remain outstanding other or additional benefits then due or earned in accordance with applicable plans and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies programs of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 2 contracts
Samples: Change of Control Agreement (Danka Business Systems PLC), Change of Control Agreement (Danka Business Systems PLC)
Severance Benefit. If In exchange for the Employee’s employment is terminated by mutual covenants set forth in this Agreement, including but not limited to your covenants set forth in Sections 4 and 5 hereof, the Company for any reason other than Cause agrees to provide you with the following (together, the “Severance Benefit”):
(a) Provided that you use best efforts to cooperate reasonably with the Company in the transition of matters related to your employment as defined set forth in Section 4 below) or if the Employee terminates his/her employment for Good Reason (as defined below), the Company shall provide Employee with ACTIVE/100565275.4 extend the following:
(a) A lump sum payment payable within 60 days following Employee’s termination date equal for which you may exercise the vested options to twenty-four (24) months of Employee’s base salary in effect at the time of such termination, or immediately prior purchase shares pursuant to the event that serves ISO Agreement #1, ISO Agreement #2, NQ Agreement #1 and NQ Agreement #2 (each as the basis for termination for Good Reason;defined below in Section 2(b)) until January 2, 2020.
(b) A lump sum payment payable within 60 days following Employee’s termination date equal to two times To the average annual incentive (bonus) payment earned by extent applicable, the Employee under terms and conditions of the Company’s applicable Short-Term Incentive 2010 Stock Option and Grant Plan (the “Equity Plan”) and any agreements executed by you pursuant thereto (the “Equity Agreements”) are expressly incorporated by reference herein and shall survive the signing of this Agreement. You and the Company agree that as of the Separation Date, any “Service Relationship”, as that term may be used or any successor plan) for the three (3) full years prior referenced in your Equity Agreements, shall be deemed to Employee’s termination date;be terminated. You agree that:
(c) A lump sum payment payable within 60 days following Employee’s termination date equal to the product of (i) twelve In accordance with the Incentive Stock Option Agreement between you and the Company, dated June 13, 2017 (12) “ISO Agreement #1”), as of the Separation Date you are vested in an option to purchase 28,754 shares of common stock of the Company, at the option exercise price of $6.52 per share. Your option to purchase 17,252 unvested shares pursuant to the ISO Agreement #1 shall be forfeited and void effective on the Separation Date.
(ii) 100% of In accordance with the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;
Incentive Stock Option Agreement between you and the Company, dated August 29, 2018 (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 LTIPISO Agreement #2”), as of the EQT Corporation 2014 LongSeparation Date you are not vested in any option to purchase shares of common stock of the Company, at the option exercise price of $6.21 per share. Your option to purchase 51,033 unvested shares pursuant to the ISO Agreement #2 shall be forfeited and void effective on the Separation Date.
(iii) In accordance with the Non-Term Incentive Plan Qualified Stock Option Agreement between you and the Company, dated June 13, 2017 (as amended from time to time, and including any successor plan thereto, the “2014 LTIPNQ Agreement #1”), as of the EQT Midstream ServicesSeparation Date you are vested in an option to purchase 77,267 shares of common stock of the Company, LLC 2012 Longat the option exercise price of $6.52 per share. Your option to purchase 46,361 unvested shares pursuant to the NQ Agreement #1 shall be forfeited and void effective on the Separation Date.
(iv) In accordance with the Non-Term Incentive Plan Qualified Stock Option Agreement between you and the Company, dated August 10, 2017 (as amended from time to time, and including any successor plan thereto, the “2012 LTIPNQ Agreement #2”), as of the EQT GP ServicesSeparation Date you are vested in an option to purchase 9,005 shares of common stock of the Company, LLC 2015 Long-Term Incentive Plan (at the option exercise price of $6.52 per share. Your option to purchase 5,403 unvested shares pursuant to the NQ Agreement #2 shall be forfeited and void effective on the Separation Date. You and the Company also agree that the date by which you may exercise the vested options to purchase shares pursuant to the ISO Agreement #1, ISO Agreement #2, NQ Agreement #1 and NQ Agreement #2 as amended from time to timeprovided above, shall be extended until January 2, 2020, and including any successor plan thereto, that the “2015 LTIP”), Equity Agreements are hereby amended to reflect and any other long-term incentive plan of align with the Company (terms set forth in this sentence. You acknowledge and agree that 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 Severance Benefit is not intended 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdingsconstitute a severance plan, and shall be in addition confer no benefit on anyone other than the parties hereto. You further acknowledge that except for the specific financial consideration set forth herein, you are not entitled to any payments and/or benefits to which other compensation from the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, Company including, but not limited towithout limitation, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes wages, bonuses, vacation pay, holiday pay or any other form of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude compensation or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such terminationbenefit.
Appears in 1 contract
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 If (24i) the Bank or Parent Corp. terminates this Agreement without "Cause" (other than on account of the Executive's death, retirement or "Disability") or (ii) the Executive voluntarily terminates his employment with six (6) months following the occurrence of Employee’s base a Change of Control, the Executive will be entitled to receive in full satisfaction of the Bank's and Parent Corp.'s obligations to the Executive under this Agreement (A) all accrued salary in effect at and benefits through the time effective date of such termination; (B) a severance benefit equal to the sum of (x) thirty-six (36) months pay at Executive's then current base salary payable either in a single lump sum or, at the Executive's option, over thirty-six (36) month period in accordance with the Bank's regular payroll cycle and (y) three times the most recent annual bonus received by Executive from the Bank or the Parent Corp.; and (C) all benefits then owed to Executive under all employee benefit plans maintained by the Bank and/or the Parent Corp.. In addition, all stock options granted to the Executive by the Bank and/or the Parent Corp. shall be fully exercisable, except to the extent that the acceleration of vesting thereunder will materially adversely affect the accounting treatment applicable to any Change of Control. In addition, Executive shall continue to receive paid coverage (subject to his payment of the same share of the premium cost as is paid by other Bank employees) under the Bank's group health insurance plan (as such plan may be modified from time to time), in accordance with Executive's coverage elections in effect immediately prior to his termination of employment, for a period commencing at the event that serves as termination of his employment and ending at 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 earlier of (i) twelve (12) and months thereafter; or (ii) 100% of the then-current date on which Executive obtains coverage under another employer's group health plan, in which case Executive's participation in the Bank's plan will terminate. Thereafter, the Executive shall have whatever rights are available to him under the 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 Agreement1985, 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”("COBRA"), 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 1 contract
Severance Benefit. If In the Employeeevent Executive’s employment with the Company is terminated without Cause, other than due to death, Disability or Retirement, or in the event Executive terminates his employment for Good Reason, in either case within two years following a Change of Control, or in the event that prior to the consummation of a pending Change of Control Executive’s employment is involuntarily terminated by the Company for any reason without Cause (other than Cause (due to death or Disability) as defined a condition to the consummation of the proposed transaction, whether at the request of the acquiring firm or otherwise, Executive shall be entitled to receive, subject to Section 4(d) below) or if the Employee terminates his/her employment for Good Reason (as defined below), the Company shall provide Employee with the following:
(ai) A Base Salary through the date of termination of Executive’s employment, which shall be paid in a cash 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days following Executive’s termination of employment;
(ii) an amount equal to two and one-half times the sum of (A) Executive’s Base Salary and (B) Executive’s annual bonus determined, for the purposes of this Section 4(a)(ii), to be equal to Executive’s Base Salary, payable in a cash lump sum not later than 30 days following Executive’s termination of employment;
(iii) immediate vesting of all outstanding stock options and the right to exercise such stock options at any time during an extended exercise period of not less than 36 months following Executive’s termination of employment, or the remainder of the exercise period, if less, in each case, to the extent permitted by the terms of the Company’s stock option schemes;
(iv) settlement of all deferred compensation arrangements in accordance with any then applicable deferred compensation plan or election form;
(v) continued medical, hospitalization, life and other insurance benefits being provided to Executive and Executive’s family at the date of termination, for a period of up to twelve (12) months after the date of termination; provided that such terminationbenefits shall be provided through an arrangement that satisfies the requirements of Sections 105 or 106 of the Code; and provided, further, that the Company shall have no obligation to continue to provide Executive with these benefits for any periods after the date Executive obtains comparable benefits (with no significant pre-existing condition exclusions) as a result of Executive’s employment in a new position; and
(vi) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Samples: Change of Control Agreement (Danka Business Systems PLC)
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 thirty (2430) 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 and one-half 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 $200,000250,000;
(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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 1 contract
Samples: Confidentiality, Non Solicitation and Non Competition Agreement (EQT Corp)
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 Continuation 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, for a period of twelve (12) months from the date thereof. Such salary continuation payments will be in accordance with the Company’s payroll practices;
(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;; and
(dc) 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program)15,000.00. The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the lump sum payments and benefits under this Section 3 salary continuation payments shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”)2. Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s the conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her dutiesduties hereunder; (ii) Employee’s willful and repeated failures to substantially perform his/her assigned duties; or (iii) Employee’s a violation of any provision of a written employment-related agreement between Employee and the Company this Agreement or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 1 contract
Samples: Confidentiality, Non Solicitation and Non Competition Agreement (Equitrans Midstream Corp)
Severance Benefit. If Provided Employee is in compliance with ----------------- Paragraph 4(b)(viii) hereof, Company will pay or provide the Employee’s following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment is terminated by the Company for under any reason other than Cause (as defined below) severance pay or if the Employee terminates his/her employment for Good Reason (as defined below), the Company shall provide Employee with the followingsimilar plan or policy of Company:
(i) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination;
(ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (a) A lump sum payment payable within 60 days following Employee’s termination date equal to twenty-four 's discretionary bonus for the previous calendar year, or (24b) months the average of Employee’s base salary 's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), in each case prorated to the date of Employee termination.
(iii) For the twelve (12) month period following the date of termination of Employee's employment, Company will maintain in full force and effect at for the time continued benefit of such termination, or Employee each employee benefit plan in which Employee was a participant immediately prior to the event that serves as date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the basis for terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to any car, car phone, parking and club dues, which benefits, if any, end upon Employee's date of termination for Good Reason;of employment.)
(biv) A lump sum payment payable within 60 days following Employee’s termination date equal to two times For 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 month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (ii12) 100% of month period (hereinafter referred to collectively as 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 "Plan"). Benefits due to Employee under the 2009 EQT Corporation Long-Term Incentive Plan shall be computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the benefits that Employee is entitled to receive under the Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (12) month period.
(v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amendedamended after the date hereof, the “2009 LTIP”is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (c), the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, Company shall indemnify 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”), hold Employee harmless against all such excise taxes and any other long-term incentive plan of the Company (the 2009 LTIPinterest, 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 penalties or program); andcosts with respect thereto.
(fvi) Subject Company will be obligated to Section 14 of this Agreement, make all performance-based equity awards granted payments that become due to Employee by the Company under the LTIPs shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s this Paragraph 4 (c) whether or not Employee obtains other employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program)following termination. The payments and other benefits provided for in this Paragraph 4 (c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or Employee's account as of the effective date of termination.
(vii) Company may elect to, defer any payments that may become due to Employee under this Section 3 shall be subject to applicable tax and payroll withholdingsParagraph 4 (c) if, and shall be in addition to any payments and/or benefits to which at the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution become due, Company, CBB or any of a release of claims Company's other subsidiaries is not in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunderany regulatory-mandated minimum capital requirements or if making the payments would cause Company's, includingCBB's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In this event, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (Company will resume making the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” payments as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after soon as it can do so without violating such terminationminimum capital requirements.
Appears in 1 contract
Samples: Employment Agreement (Colorado Business Bankshares Inc)
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 3 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
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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 1 contract
Severance Benefit. If Provided that (i) the Employee’s employment is terminated Executive remains employed by the Company for any reason other than in good standing through the earlier of (a) June 30, 2023, (b) the date on which the Company terminates Executive’s employment without Cause (as defined below) or if (c) the Employee date on which Executive’s employment terminates his/her employment for Good Reason due to his death, (ii) the Executive or, in the case of termination due to his death, the administrator of his estate, executes the General Release of Claims attached hereto as defined Exhibit A (the “Release”) within 21 days after the Separation Date and does not revoke the Release within the time period set forth therein, such that the Release becomes effective and irrevocable not later than the 29th day following the Separation Date (and Executive or his estate provides his signed copy of the Release to the Company on the date that he signs it) and (iii) the Executive does not breach any provision of this Separation Agreement or the Release, then subject to Section 6.14 below), the Company shall provide Employee the Executive or his estate with the following:following payments and benefits (collectively, the “Severance Benefits”):
3.1. an amount equal to $650,000, to be paid in substantially equal installments of $25,000.00 in accordance with the Company’s payroll practices during the one year period following the Separation Date (a) A the “Severance Period”), commencing on the first payroll date following the effective date of the Release in accordance with the Company’s normal payroll practices (provided that any installments that would have been paid prior to the effective date of the Release will be withheld and paid in a lump sum payment payable on the first payroll date after the Release becomes effective, with all remaining payments to be made in accordance with their regular schedule) (in all events, such first installment shall be made within 60 days following Employee’s termination date after the Separation Date);
3.2. an amount equal to twenty-four (24) months $650,000, to be paid in substantially equal installments of Employee$25,000.00 in accordance with the Company’s base salary in effect at payroll practices during the time period commencing on the first anniversary of such termination, or the Separation Date and ending on the day immediately prior to the event that serves as second anniversary of the basis Separation Date (for termination for Good Reason;
(b) A lump sum payment payable within 60 days following Employee’s termination date equal the avoidance of doubt, in all events, the final installment will be paid before the second anniversary of the Separation Date); and provided the Executive elects to two times the average annual incentive (bonus) payment earned by the Employee under continue participation in 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 medical, dental, and vision plans pursuant 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 Agreement1985, 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 LTIPCOBRA”), and that he and his eligible dependents remain eligible for such coverage, the Company will charge the Executive the same amount for such coverage as he would pay if he were still a full-time employee , throughout the 18 month period immediately following the Separation Date (provided that the Company may cease this benefit if it determines that providing it would result in a fine, penalty, or violation of law or would violate any other longnon-term incentive discrimination law or rule);
3.3. a bonus for the 2023 calendar year in an amount equal to $325,000, subject to the performance-based terms of the plan and payable when bonuses for the 2023 calendar year are paid to active executives of the Company (and in all events payable between January 1, 2024 and March 15, 2024);
3.4.1. all of Executive’s stock options subject to the 2009 LTIPterms of the Global Business Travel Group, Inc. Management Incentive Plan (the “GBTGI MIP”) that are outstanding as of the Separation Date shall continue to become vested through the second anniversary of the Separation Date and to the extent vested shall be exercisable in accordance with their respective terms through their normal expiration date (i.e., the 2014 LTIP10th anniversary of the grant date of the original GBT (as defined below) or GBT JerseyCo (as defined below) option replaced by such GBTGI option) in the same manner as if Executive’s employment with the Company continued through such date (subject to all clawback, settlement, cash-out, assumption, conversion, forfeiture and similar provisions (other than forfeiture due to a termination of employment) applicable to such options); Xxxxxxx Xxxxxxxxxx/GBT Separation Agreement
3.4.2. notwithstanding Section 3.4.1, hereof, Executive will be eligible to participate in any tender offer conducted by GBTGI within 90 days of the 2012 LTIPEffective Date to exchange GBTGI options granted to Executive prior to December 2, 2021 (the 2015 LTIP “Legacy Option Exchange”) for new restricted stock units (“New RSUs”), and provided that Executive elects to participate in the Legacy Option Exchange in accordance with its terms, (i) Section 3.4.1 of this Separation Agreement will only apply to GBTGI options granted on or after December 2, 2021 (which such options will not be eligible to participate in any GBTGI tender offer) and to any other longGBTGI options which become ineligible to participate in the tender offer, (ii) Executive will be granted a total number of New RSUs, pursuant to a New RSU award agreement, equal to the quotient of (A) $6,000,000 (less the intrinsic value of any Legacy Options that are in-term incentive plan the-money as of the expiration of the tender offer) divided by (B) the greater of the closing price of GBTGI’s Class A common stock, par value $0.0001 per share, on the closing date of such tender offer or $5.00 and (iii) such New RSUs will vest fifty percent (50%) on each of the first two anniversaries of the New RSU grant date, subject to Executive’s continued employment in good standing through Executive’s termination of employment on June 30, 2023 (or the date of any earlier termination of Executive’s employment by the Company arewithout Cause or due to Executive’s death) in which case the New RSUs that are outstanding as of the Separation Date shall continue to vest in the same manner as if Executive continued to be employed with the Company through the first two anniversaries of the grant date (subject to all clawback, collectivelysettlement, cash-out, assumption, conversion, forfeiture and similar provisions (other than forfeiture due to a termination of employment) applicable to such GBTGI options exchanged in the Legacy Option Exchange);
3.5. the portion of Executive’s award under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan (the “LTIPs2020 LTIA”) shall immediately become vested that was not converted into restricted stock units of GBTGI will be determined in the same manner as if Executive remained employed by the Company through the applicable payment dates and exercisable in full and/or all restrictions on such awards shall lapse will be paid to Executive as follows: $500,000 will be paid to Executive within 60 days after September 1, 2022 (for avoidance of doubt, this provision shall supersede any provision if not paid to Executive prior to the contrary Effective Date) and $500,000 will be paid to Executive within 60 days after September 1, 2023, and the GBTGI restricted stock units granted to Executive in respect of the performance-based portion of the 2020 LTIA will be settled within 60 days after September 1, 2023 in the same manner as if Executive remained employed by the Company through such date (the payment and settlement of Executive’s award under the 2020 LTIA (and the related GBTGI restricted stock units) may not be accelerated, delayed or modified from the dates set forth herein, notwithstanding anything contained in the 2020 LTIA, any award agreement granted thereunder or programany restricted stock unit agreement to the contrary); and;
3.6. Executive’s award under the GBT JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan (fthe “2021 LTIA”) Subject that was not converted into restricted stock units of GBTGI will be determined in the same manner as if Executive remained employed by the Company through the applicable payment dates and will be paid to Section 14 Executive as follows: $500,000 will be paid to Executive within 60 days after September 1, 2022 (if not paid to Executive prior to the Effective Date), $500,000 will be paid to Executive within 60 days after September 1, 2023 and $500,000 will be paid to Executive within 60 days after September 1, 2024, and the GBTGI restricted stock units granted to Executive in respect of this Agreement, all the performance-based equity awards granted to Employee portion of the 2021 LTIA will be settled within 60 days after September 1, 2024 in the same manner as if Executive remained employed by the Company through such date (the payment and settlement of Executive’s award under the LTIPs shall remain outstanding 2021 LTIA (and shall the related GBTGI restricted stock units) may not be earnedaccelerated, if at alldelayed or modified from the dates set forth herein, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary notwithstanding anything contained in the 2021 LTIA, any award agreement granted thereunder or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable restricted stock unit agreement to the Company; andcontrary);
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”)3.7. Solely for purposes of this the Restricted Stock Unit Grant Notice Under The Global Business Travel Group, Inc. 2022 Equity Incentive Plan between Executive and GBTGI, dated as of September 6, 2022 (covering 35,940 restricted stock units of GBTGI), the Executive’s “Severance Period” shall be the period commencing on the Separation Date and ending on August 31, 2025; and Xxxxxxx Xxxxxxxxxx/GBT Separation Agreement, “Cause” as a reason for
3.8. Subject to the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies terms of the Company. If plan, availability and continued approval of the Company terminates Employee’s employment for Causeprovider, the Company Executive shall give Employee written notice setting forth be entitled, on a case-by-case basis, to continued use of up to two Travel Authority Cards (TAC) (AA and DL) in the reason same manner as he experienced prior to his separation. Such access and use shall be for his/her termination not later than 30 days after personal use for Executive and his spouse and GBT directed business travel for Executive only until June 30, 2025, unless Executive obtains employment with another company that provides similar TAC and marketing fund benefits. In addition, Executive will be eligible for continued access and use of the GBT United marketing fund for personal use for Executive and his spouse and GBT directed business travel for Executive, on a case-by-case basis, through to December 2023. Under no circumstances shall the Executive use such terminationTAC cards or marketing fund for any non-GBT directed business travel without the prior approval of the CEO.
Appears in 1 contract
Samples: Separation Agreement (Global Business Travel Group, Inc.)
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 his employment for Good Reason (as defined below) (any such termination, a “Qualifying Termination”), the Company shall provide Employee with the following:
(a) A lump sum payment payable within 60 days following Employee’s termination date equal to twelve (12) months (twenty-four (24) months in the event the Qualifying Termination occurs in connection with or at any time following the occurrence of a Change of Control (as defined in the Company’s 2019 Long Term Incentive Plan, or any successor thereto) 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 one times (two times in the event the Qualifying Termination occurs in connection with or at any time following the occurrence of a Change of Control) 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; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three full calendar years and through the determination and payment, if any, of the annual incentive for the third such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at time of termination;
(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 $200,00025,000;
(e) Subject to Section 14 13 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 2019 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 2019 LTIP”), and any other long-term incentive plan of the Company (the 2009 LTIP, the 2014 LTIP, the 2012 LTIP, the 2015 2019 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 13 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her his obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her his duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her his termination not later than 30 days after such termination.
Appears in 1 contract
Samples: Confidentiality, Non Solicitation and Non Competition Agreement (EQT Corp)
Severance Benefit. If the Employee’s '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 's termination date equal to twenty-four (24) months of Employee’s '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 's termination date equal to two times the average annual incentive (bonus) payment earned by the Employee under the Company’s 's applicable Short-Term Incentive Plan (or any successor plan) for the three (3) full years prior to Employee’s 's termination date;
(c) A lump sum payment payable within 60 days following Employee’s '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 '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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s 's employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s 's obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s 's execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s 's compliance with his/her obligations hereunder, including, but not limited to, Employee’s 's obligations set forth in Sections 1 and 2 (the “"Restrictive Covenants”"). Solely for purposes of this Agreement, “"Cause” " as a reason for the Employee’s 's termination of employment shall mean: (i) Employee’s 's conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s 's willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s 's violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s 's employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 1 contract
Samples: Transition Agreement and General Release (Equitrans Midstream Corp)
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 3 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
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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
: (a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.4
Appears in 1 contract
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 Continuation 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, for a period of twelve (12) months from the date thereof. Such salary continuation payments will be in accordance with the Company’s payroll practices;
(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 $200,00025,000.00;
(e) Subject to Section 14 13 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 13 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs (other than those discussed in subsection (g) of this Section 3) shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and
(g) Subject to Section 13 of this Agreement, all “value driver”-type performance-based equity awards (i.e., equity awards that may be earned based on the Company’s attainment of one or more threshold performance goals together with the application of a performance multiplier based on individual performance, and become vested based on Employee’s continued employment with the Company through one or more vesting dates) shall be earned based on (i) “target” levels of performance, if Employee’s termination date occurs before the relevant performance level has been approved by the Management Development and Compensation Committee of the Board of Directors (the “Committee”), or (ii) actual levels of performance, if Employee’s termination date occurs after the relevant performance level has been approved by - 4 - the Committee, and in either case, the number of award shares earned shall immediately become vested and payable as of the date of termination (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.
Appears in 1 contract
Samples: Confidentiality, Non Solicitation and Non Competition Agreement (EQT Midstream Partners, LP)
Severance Benefit. If Subject to the Employee’s employment is terminated by terms and conditions herein and provided that you execute and deliver to OSG this Agreement and Release and do not revoke it within 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)Revocation Period described herein, the Company shall provide Employee with the following:
OSG hereby agrees that it shall: (a) A lump sum payment payable within 60 days following Employee’s pay to you, at the same time as such amounts would have been paid to you if you had remained an employee, subject to the last paragraph of this section, (i) an amount based on your annual base salary rate in effect immediately prior to your termination date equal to for twenty-four (24) months following your Termination Date, less legally required taxes, withholdings and any sums owed by you to the Company, (ii) subject to submission of Employee’s base salary documentation in effect at accordance with OSG policy, any incurred but unreimbursed business expenses for the time of such termination, or immediately period prior to termination payable in accordance with OSG's policies and practices, and (iii) any base salary, vacation pay or other compensation accrued or earned under law or in accordance with OSG's policies applicable to the event that serves as the basis for termination for Good Reason;
you but not yet paid; (b) A lump sum payment payable within 60 days following Employee’s termination date equal pay to two times you vested benefits due under applicable employee pension benefit plans (including, without limitation the average annual incentive (bonusSupplemental Executive Retirement Plans) 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;
and equity plans as shall be determined and paid in accordance with such plans; (c) A lump sum payment payable within 60 days following Employee’s termination date equal to provide for the product benefit of you and your eligible dependents, for a period ending at the earliest of (i) twelve (12) and (ii) 100% the cessation of the then-current eligibility of you or your eligible dependents, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;
("COBRA"), (ii) eighteen (18) months following your Termination Date, and (iii) your commencement of other substantially full-time employment (such period to be counted against the COBRA continuation coverage period), at OSG's expense (subject to your payment of the same portion of premiums you paid as an active employee), continued coverage under OSG's health plans in which you and your eligible dependents participated immediately prior to the Termination Date (or replacement plans); (d) A lump sum payment payable within 60 provide for the acceleration of the 2004 stock options granted to you and the lapse of all restrictions on the 2004 restricted stock granted to you pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan and permit you to exercise your stock options for a period of ninety (90) days following Employee’s termination date equal to $200,000;
from the Termination Date or, if earlier, their respective end of the grant term, and (e) Subject pay you upon presentation of appropriate documentation, up to $10,000 per year for tax consulting services for each of 2005 and 2006 tax years. The amounts payable hereunder shall not be taken into account for purposes of determining contributions to, or calculating accrued benefits under, any employee benefit plans maintained by the Company. In order to comply with Internal Revenue Code 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 amended409A, the “2009 LTIP”), the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, and including parties agree that 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 payment that would be due under the LTIPs shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felonyabove that would be payable after March 10, a crime of moral turpitude 2006 shall be paid on that date. Furthermore, with regard to (e) above, such receipts shall be provided prior to March 1, 2006 (with payment then made by March 10, 2006) or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures you shall have no right to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Companyadditional payments under such subsection. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination3.
Appears in 1 contract
Samples: Retirement Agreement (Overseas Shipholding Group Inc)
Severance Benefit. If MSC shall pay as severance pay to Xxxxxx the Employee’s employment is terminated by the Company for any reason other than Cause amount of Five Hundred Ninety Five Thousand One Hundred Twenty Five Dollars (as defined below) or if the Employee terminates his/her employment for Good Reason (as defined below$595,125), less standard withholding and authorized deductions (the Company “Severance Amount”). Such Severance Amount shall provide Employee with be treated as deferred compensation within the following:
meaning of Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”). Fifty percent (50%) A lump sum payment payable of the Severance Amount shall be paid (without interest) as soon as practicable (and in all events within 60 days following Employee’s termination thirty (30) days) after the date equal to twenty-four that is six (246) months after the Separation Date (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Employee’s base salary Xxxxxx’x death). The remaining fifty percent (50%) of the Severance Amount shall be paid in effect at six (6) substantially equal monthly installments over the time six-month period thereafter. In addition, during the twelve-month period following the Separation Date, MSC shall either pay or reimburse Xxxxxx for one hundred percent (100%) of Xxxxxx’x premiums to continue for 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 period 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 (“COBRA”) the same or reasonably equivalent medical coverage for family coverage;
Xxxxxx (dand, if applicable, Xxxxxx’x eligible dependents) as in effect immediately prior to the Separation Date. For each such month, Xxxxxx shall also be entitled to continued supplemental medical benefit coverage under MSC’s executive medical benefit program as in effect immediately prior to the Separation Date. (The Severance Amount and the health benefits provided under the preceding two sentences are collectively referred to as the “Severance Benefit.”) A lump sum payment payable within 60 days following Employee’s termination date equal listing of all of Xxxxxx’x equity awards vested as of the Separation Date is listed on Exhibit A attached hereto (to $200,000;
(e) Subject the extent so vested, the “Vested Equity Awards”). Xxxxxx has no rights with respect to Section 14 of this Agreement, all stock options, restricted stock, restricted stock units and any other time-vesting equity awards granted to Employee under by MSC. Schedule A also sets forth the 2009 EQT Corporation Long-Term Incentive Plan aggregate balance of Xxxxxx’x nonqualified deferred compensation account as of December 31, 2008, which account (as amended, adjusted through 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 date 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”final distribution) shall immediately become vested and exercisable be paid out in full and/or all restrictions on such awards shall lapse (for avoidance accordance with the terms 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 earned, if at all, based on actual performance through the end of the performance period as if EmployeeMSC’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 nonqualified deferred compensation plan (the “Restrictive CovenantsDeferred Compensation Benefit”). Solely for purposes Xxxxxx specifically acknowledges and agrees that he is entitled to receive no severance pay or other benefits pursuant to any severance plan or policy of this Agreement, “Cause” as a reason for the Employee’s termination MSC or any of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such terminationits affiliates.
Appears in 1 contract
Samples: Employment Separation and General Release Agreement (MSC Software Corp)
Severance Benefit. If Pursuant to 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)Employment Agreement, the Company shall provide is offering Employee with the following:
(a) A lump sum payment payable within 60 days following opportunity to receive severance benefits to which he is not otherwise entitled in exchange for Employee’s termination date equal to twentyexecution and non-four (24) months revocation of Employee’s base salary in effect at the time this Termination Agreement, which includes a general release 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 claims against the Company’s applicable Short-Term Incentive Plan (or any successor plan) . In exchange 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 release of claims set forth below, provided that Employee (i) twelve (12) timely executes 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 does not revoke this Termination 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 earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program). The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:
(a) Employee’s execution of a release of claims in a form acceptable to the Company; and
(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful continues to comply with his ongoing obligations in the Employment Agreement and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employmentthe At-related agreement Will Employment Confidential Information Invention Assignment Arbitration Agreement between Employee and the Company or express significant policies dated August 24, 2019 (the “CIIA”); (iii) cooperates with the transition of his work to his successor; (iv) continues to protect the Company. If ’s confidential information in accordance with this Termination Agreement, the CIIA, and Company terminates Employee’s employment for Causepolicies; and (v) agrees and abides by the other terms and conditions set forth in this Termination Agreement, the Company shall give shall:
a. pay to Employee written notice setting forth a lump sum amount equal to Employee’s base salary for the reason for his/her termination not remainder of the term of the Employment Agreement, calculated at the base salary rate of $1,687,500 (from December 27, 2022 - March 3, 2023), less applicable withholdings and deductions, to be paid on the 60th day following the Effective Date (but in any event no later than 30 March 15, 2023);
b. extend the post-termination exercise period for any stock options with respect to the Company that have vested in accordance with their terms as of the Termination Date to 90-days after post-termination. For the avoidance of doubt, any stock options that have not vested in accordance with their terms as of the Termination Date shall be forfeited for no consideration; and
c. pay to the Employee, on a monthly basis, an amount equal to the monthly employer contribution, less applicable withholdings, that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company through March 31, 2023, based on the premiums as of the Separation Date. For the avoidance of doubt, it will be the Employee’s sole responsibility to elect COBRA and pay for such terminationcontinued coverage. Paragraphs a, b and c inclusive are collectively referred to as (“Severance Benefits”).
Appears in 1 contract
Samples: Termination Agreement and General Release (Faraday Future Intelligent Electric Inc.)
