Severance Benefits. In consideration of Executive’s promises and the Release of All Claims and Potential Claims and Covenant Not To Xxx contained in this Agreement, the Company will pay or provide to Executive:
(a) A total gross amount of _____________ ($_______.__), less applicable withholdings, payable [in approximately equal monthly installments during the twenty-four month period following the Termination Date, commencing on the first payroll date to occur after the sixtieth (60th) day following the Termination Date; provided, that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 2(a) between the Termination Date and the first payroll date to occur after the sixtieth (60th) day following the Termination Date] [Applicable only in the context of a qualifying termination during Change in Control Period as defined in the employment agreement: in a lump sum on the first payroll date to occur after the sixtieth (60th) day following the Termination Date]; and provided, further, that any obligation of the Company to make such payments shall cease upon Executive’s breach of any of his obligations contained in the Restrictive Covenants in the Employment Agreement;
(b) If Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for eighteen (18) months following the Date of Termination (the “COBRA Reimbursement Period”), the Company shall pay to Executive monthly payments of an amount equal to the excess of (i) the COBRA cost of such coverage over (ii) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (A) that if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), the Company’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (C) nothing herein shall prevent the Company from amending, c...
Severance Benefits. In the event that Executive incurs a termination of employment coincident with or followed by a Separation From Service, in either event within two (2) years following a "Change of Control" (as defined in Paragraph 6(a)(iii)) and such termination or Separation From Service is either (i) Without Cause (as defined below), or (ii) is a Constructive Termination (as defined below), Executive shall receive, in addition to all compensation due and payable to or accrued for the benefit of Executive:
(A) a lump sum payment equal to an amount set forth on Schedule A to this Agreement ("Severance Payment"). The Severance payment shall be made by wire transfer or immediately available funds to an account designated by Executive within seven (7) business days following the date of the Separation From Service, except as provided in Paragraph 6(e) with respect to payments to Specified Employees;
(B) a payment equal to the annual bonus to which Executive would have been entitled but for Executive's termination of employment in connection with the Separation From Service, for the year of Executive's termination; pro-rated for the portion of the year during which he was employed by the Company (“Pro-rated Bonus”). The Pro-rated Bonus shall be payable to Executive within seventy-five (75) days following Executive's Separation From Service, except as provided in Paragraph 6(e); and
(C) for a period of twelve months after such termination (the "Coverage Period"), medical, dental, prescription drug, life, accidental death and disability insurance coverage substantially similar to the coverage which Executive was receiving or entitled to receive immediately prior to the date of the termination of Executive's employment ("Insurance Benefits”), to the extent permitted by the terms of each particular existing benefit plan and, if not so permitted, the Company shall, except as provided in Paragraph 6(e), promptly reimburse Executive for Executive's payment of the COBRA premium required in order to continue coverage for Executive and his family under the Company's existing benefit plans. Notwithstanding the foregoing, Executive shall not be entitled to receive the Insurance Benefits (or a portion thereof) to the extent that Executive obtains other employment that provides equal or greater benefits during the Coverage Period. The Severance Payment, Pro-rated Bonus and Insurance Benefits are collectively referred to in this Agreement as the "Severance Benefit."
Severance Benefits. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations under it and under the agreement between you and the Company captioned "Confidentiality/Non-Disclosure Agreement" which you signed on February 1, 2001 (the "Confidentiality Agreement"), the Company will provide you the following severance pay and benefits:
(a) The Company will pay you your salary, at your final base rate of pay, for the period from the Separation Date through August 31, 2002 (the "Severance Pay Period"). Payments will made in the form of salary continuation and will begin on the next regular Company payday which is at least five business days following the later of the effective date of this Agreement or the date it is received by the Chief Legal Officer of the Company. The first payment will be retroactive to the day following the Separation Date.
(b) Within ten (10) days following the Severance Pay Period, the Company will pay you a single lump sum equal to your annual base salary at the rate in effect on the Separation Date.
(c) If you were enrolled in the Company's medical and dental plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time under the federal law known as "COBRA." If you do so by signing and returning the COBRA election form no later than the date you sign and return this Agreement, then, until the conclusion of the Severance Pay Period or, if earlier, until the date you become eligible for coverage under the health plan of another employer, the Company will contribute to the premium cost of your coverage and that of your eligible dependents under those plans the same amount that it contributes to the premium cost of coverage of active employees and their eligible dependents. To be eligible for these Company premium contributions, however, you must pay the remainder of the premium cost by payroll deduction. You agree to notify the Company immediately if you become eligible for coverage under the health plan of another employer during the Severance Pay Period and to repay promptly any excess contributions made by the Company. After the Company's contributions end, you may continue coverage for the remainder of the COBRA period, if any, by paying the full premium cost plus a small administrative fee. In the alternative, the Company will reimburse you for the premium cost of your coverage and that of your eligible dependents unde...
Severance Benefits. Upon the occurrence of a Severance Event and the execution of a general release (substantially in the form attached hereto as Exhibit A) of all claims against the Company and other related entities or persons without additional consideration, and upon the expiration of any applicable revocation period, the Employee shall be entitled to receive the following "Severance Benefits":
(a) An amount equal to the target award for the Employee under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, for the fiscal year in which the Severance Event Occurs reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which the Severance Event occurs;
(b) An amount equal to the Employee's then current Base Salary, payable in accordance with regular payroll procedures of the Company;
(c) An amount equal to the target award for the Employee for the year in which the Severance Event occurs under the Company's Management Incentive Compensation Program or successor annual bonus plan in effect;
(d) The Company shall continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");
(e) The Company shall continue the Employee's coverage under its life and disability insurance policies until the earlier of (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan. Participation shall be on the same terms and conditions as are applicable to active employees;
(f) The Employee's outstanding stock options that are exercisable as of the date of the Employee's termination of employment shall remain exercisable for the one (1) year period following the date of the Employee's termination of employment (but not after the expiration of ten years from the date of grant);
(g) The Company shall pay the Employee for any...
Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits:
(a) A lump sum cash payment in an amount equal to Executive's Severance Amount.
(b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination.
(c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP.
(d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit.
(e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to...
Severance Benefits. If a Qualifying Termination Event occurs and the Executive satisfies the conditions set forth in Section 3.1 above, the Company will pay the Executive as soon as practicable following his or her satisfaction of such conditions, but in no event more than 21/2 months following the Qualifying Termination Event, a non-discounted cash lump sum amount equal to the sum of the following:
(a) the Executive’s accrued and unpaid Base Salary and accrued vacation pay through the date of Executive’s termination, pursuant to a Qualifying Termination Event;
(b) a pro-rata portion (based on the number of days that elapsed in the calendar year before the Qualifying Termination Event occurred) of the greater of (i) the Executive’s target annual bonus for the year of the Qualifying Termination Event or (ii) the Executive’s annual bonus that would have been paid (as determined by the Board in its discretion) assuming the year ended on the date of the Qualifying Termination Event and based on actual performance through that date;
(c) an amount equal to the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including the Qualifying Termination Event multiplied by two (2); and
(d) an amount equal to the greater of (i) the Executive’s target annual bonus for the year of the Qualifying Termination Event or (ii) the average of the annual bonuses actually paid to the Executive for the two years preceding the year of the Qualifying Termination Event, multiplied by two (2). In addition to the foregoing, if Executive satisfies the conditions set forth in Section 3.1 above, the Company will pay the Executive as soon as practicable following his or her satisfaction of such conditions, but in no event more than 21/2 months following the Qualifying Termination Event, a non-discounted cash lump sum amount equal to the sum of the following: (i) the Company’s estimate of the costs for the Executive’s medical insurance coverage at the level and a cost to the Executive comparable to that provided to the Executive immediately prior to the Qualifying Termination Event for a period of two (2) years following such Qualifying Termination Event (which, in the Company’s discretion, may be based on the applicable COBRA rates); (ii) the Company’s estimate of the costs for the continuation of that level of the Executive’s executive life insurance coverage that is in effect immediately prior to the Qualifying Termination Event for a period of two (2) years following such...
Severance Benefits. Subject to Section 13, if either (a) Executive terminates his employment during the Protected Period for a Good Reason event or (b) the Company terminates Executive's employment during the Protected Period other than for Cause, Executive shall receive the following compensation and benefits from the Company:
A. Within 15 days of the Date of Termination the Company shall pay to Executive in a lump sum, in cash, an amount equal to two times the sum of Executive's (i) Termination Base Salary and (ii) Target AICP.
B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, (i) all restricted shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall lapse as of the Date of Termination and the Company shall promptly deliver such shares to Executive and (ii) each then outstanding stock option of Executive shall become 100% exercisable and, excluding any incentive stock option granted prior to the Effective Date, shall remain exercisable for the remainder of such option's term.
C. Executive shall be fully vested in Executive's accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company for Executive's benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which event the Company shall pay Executive a lump sum amount, in cash, within 15 days following the Date of Termination, equal to the present value of such unvested accrued benefits that cannot become vested under the plan for the reasons provided above.
D. For the 36-month period following the Date of Termination (the "COC Severance Period"), the Company shall continue to provide Executive and Executive's eligible family members, based on the cost sharing arrangement between Executive and the Company on the Date of Termination, with medical and dental health benefits and disability coverage and benefits at least equal to those which would have been provided to Executive if Executive's employment had not been terminated or, if more favorable to Executive, as in effect generally at any time during such period. Notwithstanding the foregoing, if Executive becomes eligible to receive medical, dental and disability benefits under another employer's plans during thi...
Severance Benefits. Change in Control ------------------------------------- In the event that the Company exercises its rights under Section 4.1(a)(ii) (termination without Cause) or Executive exercises his rights under Section 4.1(b) (resignation for Good Reason), Executive will receive the following severance benefits:
a) Commencing on the date of termination or resignation (the "Termination Date"), the Company shall pay the Executive his then current base salary for a period of twelve months (the "Initial Period"), less any lawful withholding (such amount of twelve months' salary, in aggregate, the "Initial Severance Amount"). The Initial Severance Amount shall be paid in a lump sum payment within ten days of the Termination Date.
b) If the Executive has failed to commence alternative employment at any time prior to the end of the Initial Period, the Company will continue to pay the Executive at the rate of his base salary as of the Termination Date, less any lawful withholding, in monthly installments for a period (the "Extension Period") that will terminate on the earlier of: (i) the end of the sixth month after the end of the Initial Period, or (ii) the date that the Executive commences alternative employment. From time to time during the Extension Period, but in no event more frequently than monthly, the Executive will be available by telephone to update the Chief Executive Officer of the Company on the status of his efforts to obtain alternative employment, and he will notify the Company in writing within ten days after accepting alternative employment. Upon accepting new employment, the Executive will not unreasonably delay commencing work for his new employer in order to continue receiving payments during the Extension Period. For purposes of this Agreement, "alternative employment" is defined as any business relationship (excluding consulting relationships of less than one month) from which the Executive receives monthly W-
c) Any stock option(s) issued to Executive pursuant to the EGGHEAD, INC. 1993 STOCK OPTION PLAN (the "Plan") and the EGGHEAD, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT AND PLAN SUMMARY that are outstanding and unexercised as of the Termination Date shall vest on a prorated basis as of immediately prior to the Executive's termination or resignation on the Termination Date (except as otherwise provided in the final sentence of this subsection (c)). For purposes of the preceding sentence, "prorated basis" shall mean, with respect to each such...
Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below;
(ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100;
(iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the a...
Severance Benefits. Depending on the reason for termination of the Employment, the Executive will be entitled to the Severance Benefits provided in this Section 6 during a Severance Period as set forth in Schedule 1. The Severance Period, if any, will begin on the effective date of termination of the Employment.
6.1 During the Severance Period, if any, the Company shall pay the Executive the Executive's then-current base salary as provided in Section 4.1.
6.2 During the Severance Period, if any, the Company shall maintain the Executive as a participant in, or provide benefits comparable to those of, the health insurance benefit plan specified under Section 4.3.
6.3 If the Employment is terminated, the Executive will be entitled to payment of any declared or undeclared and unpaid contingent bonus amounts under Section 4.2(a), for the fiscal year in which the notice of termination (including notice of resignation) occurs and for preceding fiscal years, only as follows:
(a) FOR PRECEDING PAYMENT OF UNPAID BONUS UNDER SECTION EVENT FISCAL YEAR(S) 4.2
(a) FOR THEN-CURRENT FISCAL YEAR -------------------------------------------------------------------------------------------------------- If Executive is If Executive is entitled to a not entitled to Severance Period a Severance Period -------------------------------------------------------------------------------------------------------- Executive resigns Only those bonus amounts for Pro-rated, to be paid None preceding fiscal year(s) that by the end of the were already declared as of first quarter of the the date of notice of following fiscal year resignation. To be paid at [see Note 1] the same time as to other Company executives. -------------------------------------------------------------------------------------------------------- Company terminates All bonus amounts for Pro-rated, to be paid None the Employment preceding fiscal year(s) by the end of the (whether declared or first quarter of the undeclared as of date of following fiscal year notice of termination). To be [see Note 1] paid at the same time as to other Company executives --------------------------------------------------------------------------------------------------------
NOTE 1: Assume hypothetically that (i) the Employment is terminated effective September 30 of a given fiscal year of the Company, i.e., 3/4 of the way through that fiscal year, under circumstances entitling the Executive to a Severance Period, (ii) if the Employment had not been terminated, th...
