Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.
Severance Compensation. If the Employee's employment is terminated ---------------------- during a Protected Period, the following severance provisions will apply:
(a) If the Employee's employment is terminated by the Company other than for Cause or is terminated by the Employee for Good Reason, then, through the one year period commencing on the date of the Employee's termination of employment (the "Payment Term") the Company shall:
(i) continue to pay the Employee's annual base salary in the then prevailing amount and at the times specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on the Employee's termination of employment, at the highest rate in effect during such one year period; -------------------------------------------------------------------------------- Page 7 --------------------------------------------------------------------------------
(ii) continue the Employee's participation in the Bonus Plan as provided in Subsection 3(b) hereof provided that the Company will:
(A) pay the Employee a bonus under the Bonus Plan for the partial year period ending on the date of the Employee's termination of employment calculated as if the Employee had continued to be employed for the entire year except that the Employee's bonus percentage (calculated at the time and in the manner customary as of the date of this Agreement, but disregarding the termination of employment of the Employee) shall be applied to the Employee's annual base salary payable in accordance with Subsection 3(a) hereof for the partial year period ending on the Employee's termination of employment; and
(B) thereafter, during the remainder of the Payment Term, a bonus equal to the Employee's Target Annual Bonus Percentage, multiplied by the Employee's annual base salary in the amount specified in Subsection 5(a)(i) payable during the year (or portion thereof) for which the bonus is being calculated; with such amounts being payable when bonuses under the Bonus Plan are customarily payable, except that the final bonus shall be payable with the final payment of the annual base salary under Subsection 5(a)(i) hereof;
(iii) pay for executive outplacement services for the Employee from a nationally recognized executive outplacement firm at a level consistent with the employee's position, provided that such outplacement services will be provided for a six (6) month period commencing on the date of termination of employment regardless of the Payment Term; and...
Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2 (a) (i), 2 (a) (ii), or 2 (a) (iii), or if the Executive Terminates for Good Reason:
(i) The Company will pay to the Executive in a lump sum in cash within five (5) business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination the aggregate of the amount (the "Severance Payment") equal to one times the sum of (A) the Executive's Base Pay at the highest rate in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, and (B) an amount equal to the greatest amount of Incentive Pay received by the Executive during any calendar year or portion thereof from and including the third calendar year prior to the first occurrence of a Change of Control; and
(ii) For the period of one year from the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription dental, or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies providing comparable coverage for the Executive; provided that if any such individual coverage is unavailable, the Company shall pay to the Executive an amount equal to the contributions that would have been made by the Company for such coverage on the Executive's behalf if the Executive had remained in the employ of the Company for the period referred to in the preceding sentence.
Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within ten business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein, provided the Executive executes a release in the form attached hereto as Annex C.
(b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so- called composite "prime rate" as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.
(c) Following a termination of the Executive's employment described in Section 4(a), the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) any unpaid incentive compensation that has been allocated or awarded to the Executive for any performance period ending prior to the Termination Date, payment of which is contingent on the continuing performance of services by the Executive plus (ii) the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned for the performance period that includes the Termination Date, disregarding any applicable vesting requirements; provided that amount described in clause (ii) of this Section 4(c) will be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment will take into account service rendered through the payment date and will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or agreement, and (y) within ten business days after the Termination Date.
(d...
Severance Compensation. (a) In consideration of Executive's execution of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practices.
(b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Fee.
Severance Compensation. (a) If, following the occurrence of a Change of Control, the Executive is Terminated by the Company during the Severance Period other than in the circumstances set forth in Section 2(a)(i), 2(a)(ii), or 2(a)(iii), or if the Executive Terminates for Good Reason:
(i) The Company will pay to the Executive in a lump sum in cash within five business days after the later of the date on which the Company receives the determination of the Accounting Firm required in Section 4 hereof or the Date of Termination an amount (the "Severance Payment") equal to the sum of (A) 2.5 times the sum of Base Pay and Commission Pay at the highest rates in effect at any time within the 90-day period preceding the date the Notice of Termination was given or, if higher, at the highest rates in effect at any time within the 90-day period preceding the date of the first occurrence of a Change of Control, plus (B) an amount equal to 2.5 times the greatest amount of Incentive Pay received by the Executive during any year from and including the third year prior to the first occurrence of a Change of Control, plus (C) an amount equal to 2.5 times the matching contribution that would be made by the Company to the Scan-Optics, Inc. Retirement Savings Plan on the Executive's behalf if the Executive deferred under such Plan four percent (adjusted for any applicable limitation under the Internal Revenue Code of 1986, as amended) of the sum of Base Pay, Commission Pay and Incentive Pay (at the rates used in (A) and (B) above) or such higher percentage as may then be eligible for Company matching contributions, plus (D) an amount equal to the value (determined as of the Date of Termination and assuming exercisability as of such date) of all options granted to the Executive to acquire Company common stock that will not become exercisable as a result of Executive's Termination; and
(ii) For two years following the Date of Termination, the Executive shall be eligible for participation in and shall receive all benefits under such benefit plans, practices, policies and programs of the Company that provide medical, prescription, dental, disability, accident or life insurance coverage, with the costs of such participation to be paid by the Company to the same extent as prior to the Executive's Termination. In the event that such continued participation is not allowed under the terms and provisions of such plans or programs, then in lieu thereof, the Company shall acquire individual insurance policies p...
Severance Compensation. In the event of termination of Employee's employment with the Company under the terms of this Agreement which provide for payment by the Company to Employee of severance compensation, the amount of such severance compensation shall in no event be greater than the amount which would be deductible by the Company under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), after taking into consideration all payments to Employee covered by Code Section 280G which Employee receives or is deemed to receive (i) under this Agreement; (ii) under the Company's 1993 Stock Option and Incentive Plan, as amended, by reason of the acceleration of the right to exercise any options (including any related stock appreciation rights) granted thereunder or the acceleration of the vesting of any restricted stock awards granted thereunder; or (iii) under any new plan or arrangement implemented by the Company after the date of this Agreement which would otherwise be considered a "parachute payment" under Section 280G. In the event such payments exceed the amount which would be deductible by the Company under Code Section 280G, the timing of such payments shall be extended or otherwise modified such that such payments shall be deductible by the Company under Code Section 280G and in a manner which, to the extent possible, provides Employee the full benefit of such payments as originally agreed to.
Severance Compensation. (a) . (a) Continuation of Salary if the Separation Agreement is Entered Into. Subject to Section 6.8 of this Employment Agreement, the Executive shall continue to receive his Base Salary for 24 months from the date of termination, but he shall not be entitled to continued participation in PremierWest's or subsidiary's 401(k) retirement plan(s) or any stock plans, -
(a) if PremierWest terminates the Executive's employment without Cause or if the Executive terminates employment with Good Reason, and (b) at the Executive's election under Section 6.8(b) of this Employment Agreement, PremierWest and the Executive enter into a Separation Agreement in substantially the form attached to this Employment Agreement as Appendix A. If the Executive instead elects not to enter into the Separation Agreement, the Executive shall not be entitled to any severance compensation but instead shall be entitled solely to his Base Salary earned through the date on which his termination becomes effective, or
(a) if PremierWest terminates the Executive's employment with Cause or if the Executive terminates employment without Good Reason, and (b) at PremierWest's election under Section 6.8(a), PremierWest and the Executive enter into a Separation Agreement in substantially the form attached to this Employment Agreement as Appendix A. If PremierWest instead elects not to enter into the Separation Agreement, in the case of termination of the Executive's employment by PremierWest with Cause or termination of the Executive's employment by the Executive without Good Reason the Executive shall not be entitled to any severance compensation. In either case, the Executive shall instead be entitled solely to his Base Salary earned through the date on which his termination becomes effective. The parties hereto acknowledge and agree that the severance compensation that may be payable to the Executive under this Section 6.5(a) shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Section 7.1 of this Employment Agreement. That is, the parties intend that the Executive shall not be entitled to duplicative severance compensation under this section and under Section 7.1.
Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b) or Section 3(c), the Company will pay to the Executive the amounts described in Annex A within five business days after the date on which the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b) or Section 3(c)) (the "TERMINATION DATE") and will continue to provide to the Executive the benefits described on Annex A for the periods described therein.
(b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of THE WALL STREET JOURNAL, plus 1.0%. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.
(c) Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and the last sentence of Section 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment following a Change in Control for any reason whatsoever.
(d) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company shall pay in cash to the Executive a lump sum amount equal to the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned or accrued with respect to the Executive's service during the performance period or periods that includes the date on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount shall be calculated at the plan target or payout rate, but prora...
Severance Compensation. The "Severance Compensation" shall be a lump sum cash amount equal to 200% of the sum of (A) the annual base salary of the Executive in effect immediately prior to the Change in Control or the Termination Date, whichever is larger, plus (B) the average of the bonus or incentive compensation of the Executive, received from the Company for the two fiscal years preceding the year in which the Change in Control occurred or for the two fiscal years preceding the year in which the Termination Date occurs, whichever is larger.
