Severance Compensation upon Termination. (a) If the Executive's employment by the Company or a Subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's entitlement to any benefits under this Agreement shall not prejudice the Executive's right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party. (b) If the Executive's employment by the Company or a Subsidiary is terminated (x) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (y) by the Executive for Good Reason, then the Executive shall be entitled to the severance compensation provided below: (i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's Adjusted Annual Compensation. For purposes of this Agreement, "Adjusted Annual Compensation" shall mean the sum of (x) an amount equal to the highest level of the Executive's annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date of Termination, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Management Incentive Compensation Plan, if applicable) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified), or, if the Executive has participated in such plan for only one year, an amount equal to the amount earned under such plan for the preceding calendar year, and (z) an amount equal to one-third of the sum of the amounts of the current "Target" values for the Executive under any annual or long term incentive compensation plans of the Company or a Subsidiary, such Target values to be prorated from the beginning of the applicable measurement period for each such plan through the end of the month in which the Date of Termination occurs.
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Samples: Change in Control Agreement (Midas Group Inc), Change in Control Agreement (Hussmann International Inc)
Severance Compensation upon Termination. (a) If the Executive's employment by the Company or a Subsidiary subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's entitlement to any benefits under this Agreement shall not prejudice the Executive's right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies agree- ments of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party.
(b) If the Executive's employment by the Company or a Subsidiary is terminated (xa) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (yb) by the Executive for Good Reason, then the Executive shall be entitled to the severance compensation provided below:
: (i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's Adjusted Annual Compensation. For purposes of this Agreement, "Adjusted Annual Compensation" shall mean the sum of (x) an amount equal to the highest level of the Executive's annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date time a Notice of TerminationTermination is given, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Company's Management Incentive Compensation Plan, if applicablePlan (or any successor plan) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified)years, or, if the Executive has participated in such plan Plan for only one year, an amount equal to the amount earned under such plan Plan for the preceding calendar year, and (z) an amount equal to one-one- third of the sum of the amounts of the current "Target" values for the Executive under any annual or long term incentive compensation plans of the Company or a SubsidiaryCompany's Management Incentive Compensation Plan and Long Term Performance Compensation Plan, respectively, such Target values to be prorated from the beginning of the applicable measurement period for each such plan Plan through the end of the month in which the Date of Termination occurs. If the Date of Termination occurs after the Executive reaches age 62, such lump-sum severance payment shall be equal to the Executive's Adjusted Annual Compensation multiplied by a fraction of which the numerator shall be the number of months from such date until the Executive reaches age 65 and the denominator shall be twelve (12).
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Severance Compensation upon Termination. (a) If the Executive's employment by the Company or a Subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's entitlement to any benefits under this Agreement shall not prejudice the Executive's right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party.
(b) If the Executive's employment by the Company or a Subsidiary is terminated (x) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (y) by the Executive for Good Reason, then the Executive shall be entitled to the severance compensation provided below:
(i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's Adjusted Annual Compensation. For purposes of this Agreement, "Adjusted Annual Compensation" shall mean the sum of (x) an amount equal to the highest level of the Executive's annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date of Termination, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Whitman Management Incentive Compensation Plan, if applicable) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified), or, if the Executive has participated in such plan for only one year, an amount equal to the amount earned under such plan for the preceding calendar year, and (z) an amount equal to one-third of the sum of the amounts of the current "Target" values for the Executive under any annual or long term incentive compensation plans of the Company or a Subsidiary, such Target values to be prorated from the beginning of the applicable measurement period for each such plan through the end of the month in which the Date of Termination occurs.
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Severance Compensation upon Termination. (a) If the Executive's ’s employment by the Company or a Subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's ’s entitlement to any benefits under this Agreement shall not prejudice the Executive's ’s right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party.
(b) If the Executive's ’s employment by the Company or a Subsidiary is terminated (x) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (y) by the Executive for Good Reason, and such termination also constitutes a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”), then the Executive shall be entitled to the severance compensation provided below:
(i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's ’s Adjusted Annual Compensation, reduced by an amount equal to the total Continuing Cash Payments to be made pursuant to the Executive’s employment letter dated June 13, 2003, as amended on November 11, 2008 (the “Employment Letter”). For purposes of this Agreement, "“Adjusted Annual Compensation" ” shall mean the sum of (x) an amount equal to the highest level of the Executive's ’s annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date of Termination, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Management Incentive Compensation Plan, if applicable) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified), or, if the Executive has participated in such plan for only one year, an amount equal to the amount earned under such plan for the preceding calendar year, and (z) an amount equal to one-third of the sum of the amounts of the current "“Target" ” values for the Executive under any annual or long term incentive compensation plans of the Company or a Subsidiary, such Target values to be prorated from the beginning of the applicable measurement period for each such plan through the end of the month in which the Date of Termination occurs.
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Severance Compensation upon Termination. (a) If the Executive's --------------------------------------- employment by the Company or a Subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's entitlement to any benefits under this Agreement shall not prejudice the Executive's right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party.
(b) If the Executive's employment by the Company or a Subsidiary is terminated (x) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (y) by the Executive for Good Reason, then the Executive shall be entitled to the severance compensation provided below:
(i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's Adjusted Annual Compensation. For purposes of this Agreement, "Adjusted Annual Compensation" shall mean the sum of (x) an amount equal to the highest level of the Executive's annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date of Termination, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Management Incentive Compensation Plan, if applicable) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified), or, if the Executive has participated in such plan for only one year, an amount equal to the amount earned under such plan for the preceding calendar year, and (z) an amount equal to one-third of the sum of the amounts of the current "Target" values for the Executive under any annual or long term incentive compensation plans of the Company or a Subsidiary, such Target values to be prorated from the beginning of the applicable measurement period for each such plan through the end of the month in which the Date of Termination occurs.
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Severance Compensation upon Termination. (a) If the Executive's employment by the Company or a Subsidiary is terminated (i) by the Company or Subsidiary pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (ii) by the Executive other than for Good Reason, the Executive shall not be entitled to any severance compensation under this Agreement, but the absence of the Executive's entitlement to any benefits under this Agreement shall not prejudice the Executive's right to the full realization of any and all other benefits to which the Executive shall be entitled pursuant to the terms of any employee benefit plans or other agreements or policies of the Company or a Subsidiary in which the Executive is a participant or to which the Executive is a party.
(b) If the Executive's employment by the Company or a Subsidiary is terminated (x) by the Company or such Subsidiary other than pursuant to Section 3(b), 3(c) or 3(d) or by reason of death or (y) by the Executive for Good Reason, then the Executive shall be entitled to the severance compensation provided below:
(i) In lieu of any further salary or incentive payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay in cash as severance compensation to the Executive at the time specified in subsection (ii) below, a lump-sum severance payment equal to three (3) times the Executive's Adjusted Annual Compensation. For purposes of this Agreement, "Adjusted Annual Compensation" shall mean the sum of (x) an amount equal to the highest level of the Executive's annual base salary in effect (calculated prior to any deferral of salary, qualified or nonqualified) between the time of the Change in Control and the Date of Termination, (y) an amount equal to the greater of the amounts earned by the Executive under the annual incentive compensation plan of the Company or a Subsidiary (or under the Xxxxxxx Management Incentive Compensation Plan, if applicable) for the two preceding calendar years (calculated prior to any deferral of salary, qualified or nonqualified), or, if the Executive has participated in such plan for only one year, an amount equal to the amount earned under such plan for the preceding calendar year, and (z) an amount equal to one-third of the sum of the amounts of the current "Target" values for the Executive under any annual or long term incentive compensation plans of the Company or a Subsidiary, such Target values to be prorated from the beginning of the applicable measurement period for each such plan through the end of the month in which the Date of Termination occurs.in
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