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 reliance on the releases and agreements set forth in this Agreement, NPS will provide to you the following severance benefits upon the expiration of the revocation period described in Paragraph 16 below and the unrevoked signing of this Agreement by you. You will receive 78 weeks of standard severance in the gross amount of $411,642 (Four hundred eleven thousand six hundred forty two dollars) from which normal payroll withholdings will be made. You will receive the benefits to which you are entitled from the 2006 Executive Team Retention Plan benefit (14,413 RSUs with the restriction lifted), available to you 30 days after your termination. Before this stock can be accelerated and available to you in your E*Trade account, taxes must be paid to NPS. Xx. Xxxx Xxxxxxx will contact you with the amount of taxes owing, based on the closing price of the NPS Common Stock on the 30th day following your termination date. NPS will pay for your COBRA coverage through the end of the month in which your standard severance ends. Thereafter, you may continue COBRA coverage by paying the entire premium for the remaining period of your COBRA eligibility. You have been given a letter describing your 401K Plan, Section 125 Cafeteria Plan, Personal Time Off ("PTO"), and, if applicable, Stock Purchase Plan benefits. This letter also explains the effect of the termination of your employment on the group life insurance policy on your life and your short-term and long term disability insurance. You will receive the benefits described in this subparagraph (d) regardless of whether you sign this Agreement. As of the close of business on your termination date all vesting of your stock options will cease, and you will have ninety (90) days to exercise any vested stock options, and all unvested options will immediately expire. Vested options not exercised prior to their expiration date will be forfeited. Additionally, you may be entitled to receive benefits under the Executive Team 2007 Restructuring Incentive Target Program, if the Board of Directors determines that the goals under that Program have been achieved pursuant to the terms of that Program.
Severance Benefits. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (d), (f) or (i) of this Section 6 (other than Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned on the Executive’s execution, delivery to the Company, and non-revocation of a release of claims (the “Release of Claims”), in a form substantially as attached hereto as Exhibit C, to the Company in favor of each of the members of the Bowhead Group, all related persons and entities and all directors, employees and other representatives of any of them (and the expiration of any revocation period contained in such release of claims) within sixty (60) days following the Date of Termination. If the Executive fails to execute the Release of Claims in such timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, the Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision or benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the Executive’s Date of Termination hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the Executive’s Date of Termination hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to the Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to the Executive’s death or Disability, the Executive’s obligations herein to execute, deliver and not revoke the Release of Claims may be satisfied...
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. Prior to a Change in Control, if the Company terminates the Executive’s employment for any reason other than Long-Term Disability or Cause, or if the Executive resigns for Good Reason, subject to Section 6(h), the Executive shall be entitled to:
(i) Severance payments in an aggregate amount equal to the sum of: (A) one and one-half (1.5) times Executive’s then-current Base Salary (disregarding any reduction in salary made in contemplation of such termination of employment); (B) one and one-half (1.5) times the Company’s profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company’s tax-qualified and nonqualified defined contribution plans during the twelve (12) month period prior to the date of termination; and (C) such amount, if any, as may be determined by the Chief Executive Officer in his sole discretion based on the Executive’s Target Annual Bonus under the BPP (“Total Severance Payment”). If the Total Severance Payment becomes due to the Executive under this Agreement, subject to Section 7 including Section 7(h), such payment shall be made in equal installments, in accordance with the Company’s regular payroll practices and procedures, as if it were to be paid over the eighteen (18) month period following the date of Executive’s separation from service; provided, however, that all unpaid portions of the Total Severance Payment shall be distributed to the Executive in a lump sum on the payroll date immediately preceding March 15 of the calendar year following the calendar year in which the date of termination occurs.
(ii) If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his employment not terminated.
(iii) All outstanding stock options, stock appreciation rights, restricted stock units, restricted shares and other equity-based awards (the “Equity Incentives”) held by the Executive shall be governed by the terms and conditions of the equity compensation plans and award agreements pursuant to which they were granted.
(iv) The Executive shall be entitled to Company-provided continuation of medical, dental, vision and prescription coverage, but not Long-Term Disability coverage (the “Benefits”) (on either an insured or a self-insured basis, in the sole discretion of...
Severance Benefits. Upon any termination by the Company of the Employee’s employment pursuant to Section 6.1(e), or upon any termination by the Employee of the Employee’s employment pursuant to Section 6.1(f) and, in any event, the Employee’s execution and delivery to the Company (without revocation) of a general release in form and substance satisfactory to the Company in its sole discretion within the time period specified in such release, and such release having become effective in accordance with these terms, which form of release shall exclude claims for indemnification under the Company’s Articles of Incorporation, by-laws or similar policy, plan or agreement relating to the indemnification of officers, claims under the Stockholders Agreement dated as of October 11, 2012, by and among Holdings and the shareholders of Holdings, as the same may be amended, modified, supplemented or replaced from time to time and claims for vested tax-qualified retirement benefits, the Company shall pay to the Employee on the last day of each of the twelve months following the month in which such termination occurred a severance payment in an amount equal to one-twelfth (1/12) of his Annual Base Salary then in effect on the date of termination (with the first payment made following the effectiveness of the release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed); provided, however, that the amount payable by the Company to the Employee pursuant to the foregoing shall be reduced by any amounts paid to the Employee during such severance period pursuant to other employment. Notwithstanding the foregoing, upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f), each month during the twelve months following any such termination, the Company is not obligated to pay any severance payments to the Employee if the Employee violates Sections 3-5 of this Agreement. Upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f), if the Employee elects continuation of coverage under the Company’s medical and/or dental benefits in accordance with Part 6 of Title I of ERISA (“COBRA”) in which the Employee and his dependents were properly participating on the date of termination from employment, the Company will pay, during the first twelve months of such COBRA continuation coverage, an amount sufficient so the Employee is responsible for paying only the portion of the premium for such coverage that Employee ...
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. Provided that (i) the Executive is not terminated by the Company for Cause and does not resign for any reason prior to the Separation Date (other than a Qualifying Good Reason Resignation), (ii) the Effective Date and Second Release Effective Date (each as defined in Sections 14 and 15 below, respectively) occurs and (iii) the Executive complies with the terms of this Agreement, the Employment Agreement and the Continuing Obligations (each of (i), (ii) and (iii), collectively, the “Severance Conditions”), following the Separation Date, the Executive (or the Executive’s estate, if applicable) will receive the following severance payments and benefits pursuant to the terms of Section 9(c) of the Employment Agreement, as modified below (the “Severance Benefits”), payable in accordance with the terms and conditions set forth in the Employment Agreement:
(i) Any Accrued Compensation (as defined in the Employment Agreement);
(ii) Earned but unpaid bonus in respect of any fiscal year preceding the termination date;
(iii) Annual bonus payment equal to $1,200,000, representing a Target Bonus (as defined in the Employment Agreement) for fiscal year 2023, but pro-rated assuming six months of employment, payable on the first payroll date following the Second Release Effective Date;
(iv) As severance pay, in lieu of any further compensation for the periods subsequent to the Separation Date, a lump sum cash payment equal to two times the sum of the Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to the Separation Date and without regard to any reduction thereto which constitutes Good Reason, provided, that such payment will be made within thirty (30) days following termination; and
(v) Continued coverage through the two (2)-year anniversary of the Separation Date under any health, medical, dental or vision program or policy in which the Executive (and his dependents, as applicable) participated in as of the time of his Separation Date on terms no less favorable to the Executive and his dependents than those applicable to actively employed senior executives of the Company; provided, however, that the Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 2(a)(v) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimina...
