Severance Compensation. subsection (b): “In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b). (i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination. (ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. (iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 2 contracts
Samples: Employment Agreement (PTC Therapeutics, Inc.), Employment Agreement (PTC Therapeutics, Inc.)
Severance Compensation. subsection (b): “In a) . (a) Continuation of Salary if the event that Executive’s employment hereunder Separation Agreement is terminated (i) by Executive for a Good Reason or (ii) by the Company without CauseEntered Into. Subject to Section 6.8 of this Employment Agreement, the Company Executive shall pay continue to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive receive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on 24 months from the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing but he shall not be construed entitled to extend continued participation in PremierWest's or subsidiary's 401(k) retirement plan(s) or any period 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 continuation coverage 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
(e.g.a) if PremierWest terminates the Executive's employment with Cause or if the Executive terminates employment without Good Reason, COBRAand (b) required by Federal law.”; With at PremierWest's election under Section 6.8(a), PremierWest and the following subsections 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 subsection (4)(b) to be renumbered and referenced consistent with the insertion termination of the new subsection (4)(b)(ii) set forth above and the renumbering Executive's employment by PremierWest with Cause or termination of the prior subsection 4(b)(iiExecutive'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) as subsection 4(b)(iii)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.
Appears in 2 contracts
Samples: Employment Agreement (Premierwest Bancorp), Employment Agreement (Premierwest Bancorp)
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination.
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve eighteen (1218) months months, or for twenty-four (24) months, if such termination occurs during the Protected Period, following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's ’s employment. The distribution of severance benefits in this Section 4 is subject to section (iiiiv) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the The Company shall pay Executive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s terminationsuch date.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case Cause during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With provided that, at the following subsections end of subsection the Severance Period, Executive shall be permitted to continue to purchase coverage under the Company’s group health insurance (4)(bor self-insurance) plan for himself and his eligible dependents until such time as he is eligible for Medicare, by paying to the Company in advance the monthly premium cost for such coverage to the Company, including any premium charged by the Company to an active employee, as the same may change from time to time; provided, that such coverage will not be permitted to be renumbered purchased (A) if the Company then is insuring any part or all of its group health insurance plan and referenced consistent the insurance carrier, including a stop-loss carrier, will not provide coverage for Executive and/or his eligible dependents, (B) if the Company would be required to change insurance carriers in order to permit Executive to purchase insurance through the Company’s health insurance plan, or (C) unless Executive agrees to pay the Company for all additional direct or indirect cost to the Company resulting from permitting Executive to purchase insurance for himself and his eligible dependents under the Company’s health insurance plan as determined by the Board in its reasonable discretion; and provided, further, that if subsequent to Executive commencing the purchase of insurance through the Company’s plan under this subsection, the Company determines in its reasonable discretion that Executive’s and/or his eligible dependents’ participation in the Company’s plan is having or will have a direct or indirect adverse effect on the Company’s health insurance costs or plan choices, the Company can, upon 60 days notice, terminate Executive’s ability to purchase insurance for himself and his eligible dependents through the Company’s plan. For the purposes of the preceding sentence, the amount of any additional direct or indirect cost shall be the excess of the cost to the Company of providing health insurance for its employees and their beneficiaries and for Executive and his eligible dependents during the period that the Company provides health insurance to Executive and his eligible dependents after the end of Executive’s COBRA coverage (including without limitation increases in cost due to adverse experience and retrospective premium increases) over the cost to the Company of providing health insurance for its employees and their beneficiaries for such period that would have resulted if Executive and his eligible dependents had never obtained health benefits from the Company after the end of Executive’s COBRA continuation coverage. Notwithstanding the foregoing, the Company may, upon request of Executive and with the insertion prior approval of the new subsection Board in its sole discretion, determine to maintain coverage for Executive (4)(b)(iieven if the foregoing provisions of this Section 4(b)(iii) set forth above have not been satisfied) if Executive is at the time receiving treatment for a serious condition and the renumbering has no alternative source of the prior subsection 4(b)(ii) as subsection 4(b)(iii)coverage.
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”).
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth in Section (b)(i) below for twelve (12) months following Executive’s termination of employment (the “Severance Period”), and pay to Executive the severance benefits set forth in Section (b)(ii). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation (and, as applicable, nonrevocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 no later than sixty (60) days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his his/her Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the The Company shall pay provide Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in with a lump sum commencing payment representing the net value of the contributions to Executive’s current group health premiums that PTC would have paid on Executive’s behalf (had Executive continued to be an employee of PTC) for the Severance Period, less any amounts required to be withheld under applicable law. Such payment shall be made no later than sixty (60) days following the effective date of Executive’s termination of employment, termination; provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon 60th day following Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employertermination. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection
4.1 Severance after Termination without Cause or Termination for Good Reason.
(b): “In the event that Executive’s employment hereunder is terminated (ia) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed Subject to the Company by Executive in writing in advance of execution of possibility that severance after employment termination might be delayed under Section 4.1(b) if the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by HVIA without Cause or if the Executive for a terminates employment with Good Reason or (B) by the Company without CauseReason, in either case before or after the Protected Period, the Company HVIA shall pay Executive his Base Salary, less any amounts required him a severance payment equal to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date six (6) months of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his Base Salary for (at the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as rate in effect on the date termination date) payable over a period of such termination for the Severance Period six (6) months commencing on the effective date of such terminationfirst payroll period following the Executive’s termination date, in accordance with HVIA’s usual payroll practices and subject to applicable law and tax withholding. During the period that such severance payments are being made, the Executive shall not be eligible to participate in any bonus, pension, 401(k), or other retirement, health or welfare benefit plan, except as the Executive may be eligible to participate pursuant to the terms of the respective policies; provided Consolidated Omnibus Budget Reconciliation Act relating to health care continuation coverage. The Executive acknowledges and agrees that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage severance under the medical benefits program of a subsequent employer. The foregoing this Section 4.1(a) shall not be construed payable if compensation and/or benefits are payable or shall have been paid to extend any period the Executive under Article 5 of continuation coverage this Agreement.
(e.g., COBRAb) required by Federal law.”; With If employment termination occurs when the following subsections Executive is a specified employee within the meaning of subsection (4)(b) to be renumbered and referenced consistent with the insertion Section 409A of the new subsection (4)(b)(ii) set forth above Internal Revenue Code of 1986, as amended, and the renumbering payments under Section 4.1(a) would be considered deferred compensation under Section 409A, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available, then any payment that is triggered by the Executive’s separation from service shall be delayed for at least six months after employment termination and such delayed amounts shall be paid to the Executive in a single lump sum without interest on the first day of the prior subsection 4(b)(iiseventh month after the month in which the Executive’s employment terminates. References in this Agreement to Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code Section 409A or under any successor provision of a similar nature.
(c) as subsection 4(b)(iii).Any severance payment pursuant to this Section 4.1 shall be contingent upon the Executive executing a valid release at the time of payment of all claims against the HVIA Group without revocation thereof.
Appears in 1 contract
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/)
Severance Compensation. subsection (b): “In a) If, during the event that two (2) year period following a Change of Control, PIA shall terminate Executive’s 's employment hereunder other than by reason of Disability, Retirement or for Cause (as such terms are defined in Section 4), or if, during the one year period following a Change of Control, Executive shall terminate her employment for Good Reason (as such term is terminated defined in Section 4), then (i) by PIA shall pay to Executive, as severance pay, her salary (at the rate at which Executive was being compensated immediately prior to such termination, unless Executive has resigned due to a reduction in compensation, in which case, Executive shall be paid at the rate of compensation immediately prior to such reduction) for 18 months following such termination (the "Severance Period"), provided, however that PIA's obligation to make such payments shall be subject to reduction to the extent Executive obtains full time employment in a Good Reason comparable full-time position (but shall not be subject to reduction based on consulting or similar part-time income) during the Severance Period; (ii) by to the Company without Cause, the Company shall pay extent PIA is able to obtain stop loss insurance coverage with respect to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his Base Salary for the Severance Period, which total amount Executive shall be payable entitled to participate in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each casePIA's employee health insurance plans during the Severance Period and to the extent PIA is not able to obtain such stop loss insurance coverage, payments Executive shall commence or not be paid provided that entitled to participate in PIA's employee health insurance plans during the Release has been executed Severance Period, except to the extent permitted by COBRA, and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by PIA shall reimburse Executive for a Good Reason or (B) by the Company without Cause, in either case her COBRA premiums during the Protected Severance Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
; (iii) The Company PIA shall continue make the required premium payments to provide Executive and his then-enrolled eligible dependents with group health keep Executive's life insurance and shall continue to pay the amount of the premium policy under PIA's general life insurance program (as in effect on the date of such termination for hereof) in effect during the Severance Period commencing Period, at which time Executive shall cease to be entitled to participate in any life insurance plan provided by PIA, provided, however, that PIA shall cooperate with Executive at that time to make available to Executive any life insurance policy conversion options which may be available, and (iv) PIA shall make the required premium payments to keep Executive's long term disability insurance policy under PIA's general long term disability insurance program (as in effect on the effective date of such terminationhereof) and Executive's "key man" long term disability insurance policy (Policy Series 297NC-2, subject Policy Number 5533849, issued by Provident Life and Accident Insurance Company) in effect during the Severance Period, at which time Executive shall cease to applicable law and the terms of the respective policies; be entitled to participate in any long term disability insurance program provided by PIA, provided, however, that the Company’s obligation PIA shall cooperate with Executive at that time to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employermake available to Executive any long term disability insurance policy conversion options which may be available. The foregoing Executive shall not be construed entitled to extend any period other benefits following the termination of continuation coverage (e.g., COBRA) her employment except as otherwise expressly provided herein or required by Federal law.”; With
(b) Notwithstanding the following subsections foregoing provisions of subsection (4)(b) this Section 3, if the severance compensation provided in this Section 3, either alone or together with other payments which Executive would have the right to be renumbered and referenced consistent with the insertion receive from PIA, would constitute a "parachute payment," as defined in Section 280G of the new subsection Internal Revenue Code of 1986 (4)(b)(iithe "Code"), as in effect at the time of payment, such payment shall be reduced to the largest amount as will result in no portion being subject to the excise tax imposed by Section 4999 of the Code or the disallowance of a deduction by PIA pursuant to Section 280G(a) set forth above of the Code. The determination of the amount of any reduction pursuant to this paragraph, and the renumbering payments or other compensation to which such reductions shall apply, shall be made in good faith by PIA, and such determination shall be binding on Executive.
(c) Any termination by PIA pursuant to this Section 3 shall be communicated by a written notice of termination indicating the specific termination provisions in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provisions so indicated. No termination by PIA shall be effective for purposes of this Section 3 without such written notice of termination.
(d) Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by any other person after the termination of employment with PIA, or otherwise, except as otherwise expressly provided in this Section 3. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish Executive's existing rights, or rights which would accrue solely as a result of the prior subsection 4(b)(ii) as subsection 4(b)(iii)passage of time, under any benefit plan, incentive plan or securities plan, employment agreement or other contract, plan or arrangement.
Appears in 1 contract
Samples: Severance Compensation Agreement (Pia Merchandising Services Inc)
Severance Compensation. subsection (b): “a) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company terminates the Executive's employment under this Agreement without Cause"cause" pursuant to paragraph 7(a)(i) hereof, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution entitled to any unpaid salary, bonus and nonrevocation of a standard separation agreement benefits accrued and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive earned by the Company from matters specifically disclosed him hereunder up to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following including the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, termination and the Company shall pay the Executive his monthly an amount equal to one-twelfth (1/12) of the Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for a period of up to twelve (12) months if the Executive fully complies with paragraph 12 of this Agreement (the "Severance Payment"). Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Period commencing on Payment to the Executive in one lump sum due within thirty (30) days of the Executive's termination of employment.
(b) In the event of termination of the Executive's employment under this Agreement for "cause" or if the Executive voluntarily terminates his employment hereunder, the Executive shall be entitled to no further compensation or other benefits under this Agreement, except only as to any unpaid salary, bonus and benefits accrued and earned by him hereunder up to and including the effective date of such termination.
(c) Regardless of the reason for termination of the Executive's employment hereunder, subject bonuses and benefits shall be prorated for any period of employment not covering an entire year of employment.
(d) Notwithstanding anything to applicable law the contrary in this paragraph 8, the Company's obligation to pay, and the terms of Executive's right to receive, any compensation under this paragraph 8, including, without limitation, the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein Severance Payment, shall terminate upon the Executive’s becoming eligible for coverage under 's breach of any provision of paragraph 12 hereof or the medical benefits program Executive's breach of a subsequent employer. The foregoing shall not be construed to extend any period provision of continuation coverage (e.g., COBRA) required that certain Reimbursement Agreement by Federal law.”; With and between the following subsections of subsection (4)(b) to be renumbered Executive and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).Sun
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law.
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months, or for eighteen (18) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and and, to the extent applicable, nonrevocation of a standard separation agreement and general release of claimsclaims agreement, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without , which Release must be signed and any binding commitment) requests from Executive that the Company include in the Release a release of Executive applicable revocation period with respect thereto must have expired by the Company from matters specifically disclosed to the Company by Executive in writing in advance sixtieth (60th) day following Executive’s termination of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits shall be paid or commence, as applicable, on the first payroll period following the date the Release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following Executive’s termination occurs in this Section 4 is subject to section (iii) the calendar year following the date on which Executive’s employment terminates, then the Payment Date shall be no earlier than January 1 of this Section 4(b)such subsequent calendar year.
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the The Company shall continue to pay Executive his Base Salary, less any amounts required to be withheld under applicable law, base salary for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to timepractice, commencing 30 days following beginning on the effective date of such terminationPayment Date. If Notwithstanding the foregoing, if Executive’s termination of employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case occurs during the Protected Period, the Company shall pay Executive his Base Salary base salary for the Severance Period, which total amount shall be payable Period in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that on the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s terminationPayment Date.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in section Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that on the Release has been executed and any applicable revocation period has expired as of such datePayment Date.
(iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to his termination shall vest immediately.
(iv) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With
(c) In the following subsections of subsection event that Executive’s employment hereunder is terminated (4)(bi) to be renumbered and referenced consistent with by Executive for other than a Good Reason, or (ii) by the insertion of the new subsection Company for Cause, or (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(iiiii) as subsection 4(b)(iiia result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation following such termination except as provided in Section 4(a).
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination.
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation (and, as applicable, non-revocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 no later than sixty (60) days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his his/her Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his his/her then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection (b): “In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.. ”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).;
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination.
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's ’s employment. The distribution of severance benefits in this Section 4 is subject to section (iiiiv) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his her Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment. In each case, payments shall be commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th 30th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his her target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his her then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection
(a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”).
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth in Section (b)(i) below for twelve (12) months following Executive’s termination of employment (the “Severance Period”), and pay to Executive the severance benefits set forth in Section (b)(ii). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation (and, as applicable, nonrevocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's ’s employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b)..
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 no later than sixty (60) days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his his/her Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination..
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the The Company shall pay provide Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in with a lump sum commencing payment representing the net value of the contributions to Executive’s current group health premiums that PTC would have paid on Executive’s behalf (had Executive continued to be an employee of PTC) for the Severance Period, less any amounts required to be withheld under applicable law. Such payment shall be made no later than sixty (60) days following the effective date of Executive’s termination of employment, termination; provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon 60th day following Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employertermination. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination.
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve six (126) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation (and, as applicable, nonrevocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 no later than sixty (60) days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his his/her Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his his/her then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection (b): “a) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company terminates the Executive's employment under this Agreement without Cause"cause" pursuant to paragraph 7(a)(i) hereof, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without entitled to any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his unpaid Base Salary, less any amounts required bonus and benefits accrued and earned by him hereunder up to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following and including the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, termination and the Company shall pay the Executive his monthly an amount equal to one-twelfth (1/12) of the Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for a period of up to twelve (12) months if the Executive fully complies with paragraph 12 of this Agreement (the "Severance Payment"). Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Period commencing on Payment to the Executive in one lump sum due within thirty (30) days of the Executive's termination of employment.
(b) In the event of termination of the Executive's employment under this Agreement for "cause" or if the Executive voluntarily terminates his employment hereunder, the Executive shall be entitled to no further compensation or other benefits under this Agreement, except only as to any unpaid Base Salary, bonus and benefits accrued and earned by him hereunder up to and including the effective date of such termination.
(c) Regardless of the reason for termination of the Executive's employment hereunder, subject bonuses and benefits shall be prorated for any period of employment not covering an entire year of employment.
(d) Notwithstanding anything to applicable law the contrary in this paragraph 8, the Company's obligation to pay, and the terms of Executive's right to receive, any compensation under this paragraph 8, including, without limitation, the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein Severance Payment, shall terminate upon the Executive’s becoming eligible for coverage 's breach of any provision of paragraph 12 hereof or the Executive's breach of any provision of that certain Reimbursement Agreement by and between the Executive and Sun Communities Operating Limited Partnership. In addition, the Executive shall promptly forfeit any compensation received from the Company under this paragraph 8, including, without limitation, the medical benefits program Severance Payment, upon the Executive's breach of a subsequent employer. The foregoing shall not be construed to extend any period provision of continuation coverage (e.g., COBRA) required by Federal lawparagraph 12 hereof.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”).
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth in Section (b)(i) below for twelve (12) months following Executive’s termination of employment (the “Severance Period”), and pay to Executive the severance benefits set forth in Section (b)(ii). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation (and, as applicable, nonrevocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 no later than sixty (60) days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his his/her Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the The Company shall pay provide Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in with a lump sum commencing payment representing the net value of the contributions to Executive’s current group health premiums that PTC would have paid on Executive’s behalf (had Executive continued to be an employee of PTC) for the Severance Period, less any amounts required to be withheld under applicable law. Such payment shall be made no later than sixty (60) days following the effective date of Executive’s termination of employment, termination; provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon 60th day following Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employertermination. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination.
(b): “) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's ’s employment. The distribution of severance benefits in this Section 4 is subject to section (iiiiv) of this Section 4(b).
(i) If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment. In each case, payments shall be commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th 30th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Severance Compensation. subsection (b): “a) In the event that Executive’s employment hereunder is terminated (i) by Executive for of a Good Reason or (ii) by Termination, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements due through the Company without Cause, the Company shall pay to Executive the Accrued ObligationsTermination Date. In addition, in the event that Employee's status as an employee of the Company terminates for any reason, other than a Voluntary Resignation, termination for Cause or death or Disability, Employee shall pay to Executive receive ninety (90) days (or such longer period as the severance Board shall determine) of Employee's then current salary and benefits set forth below for twelve (12) months following Executive’s termination of employment (the “"Severance Period”Compensation"). The receipt of any severance benefits provided in this Section Such salary shall be dependent payable in one lump sum upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b)Termination Date.
(b) For the purposes of this Agreement, (i) If Executive’s employment is terminated termination for "Cause" shall be: (A) by Executive for a Good Reason the conviction of Employee of any crime involving the property or business of the Company or any felonious crime detrimental to the Company; or (B) the Employee's repeated, reckless misconduct and failure to cure such action within twenty (20) days after written demand for substantial improvement in performance with reasonable detail is delivered to the Employee by the Company without CauseBoard; (ii) "Disability" means Employee's permanent disability which, in either case before or after the Protected Periodopinion of the Board, materially impairs Employee's ability to perform his duties under this Agreement; (iii) "Voluntary Resignation" means the Company shall pay Executive his Base SalaryEmployee's voluntary resignation from employment, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices excluding a voluntary resignation as in effect from time to time, commencing 30 days following the effective date a result of such termination. If Executive’s employment is terminated Constructive Termination; and (iv) "Constructive Termination" means (A) by Executive for a Good Reason or material reduction in salary and benefits other than a reduction applied to all employees, (B) by a requirement to relocate without the Employee's consent beyond 25 miles from the principal offices of the Company without Causein Saratoga, California, (C) a change in either case during the Protected PeriodEmployee's title from President, the Company shall pay Chief Executive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed Officer and any applicable revocation period has expired as Chairman of the 60th day following Executive’s termination.
(ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason Board, or (BD) by the Company without Cause, a material reduction in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum commencing no later than sixty (60) days following Executive’s termination of employment, provided that the Release has been executed responsibilities reasonably accorded to and any applicable revocation period has expired as of such date.
(iii) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount expected of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such terminationPresident, subject to applicable law Chief Executive Officer and the terms Chairman of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program Board of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal lawcompany.”; With the following subsections of subsection (4)(b) to be renumbered and referenced consistent with the insertion of the new subsection (4)(b)(ii) set forth above and the renumbering of the prior subsection 4(b)(ii) as subsection 4(b)(iii).
Appears in 1 contract
Samples: Repurchase Agreement (Talk City Inc)
