Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then: (i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the amount, if any, of the Performance Bonus for the fiscal year prior to the year in which such termination occurs; provided, however, that if such termination occurs prior to Executive’s employment for a full fiscal year (or no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)), the payment under this clause (B) shall be the maximum Performance Bonus to which Executive would be entitled for the fiscal year in which Executive’s employment terminates, had Executive remained employed with the Company (the “Post-Termination Bonus”). The Severance Payment shall be due and payable in cash in twenty-six (26) substantially equal payments following such termination; provided, however, that payment of the portion of the Severance Payment comprised of the Post-Termination Bonus may be delayed as necessary until the Board of Parent has determined the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar year. (ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”), the Company shall continue to pay, or reimburse Executive for, the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan. (b) Subject to the terms and conditions of this Section 9, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, in each case during the period beginning on the date that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Payment.
Appears in 3 contracts
Samples: Employment Agreement (LIN Media LLC), Employment Agreement (Lin Television Corp), Employment Agreement (Lin Television Corp)
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that this Agreement and Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the aggregate amount, if any, of the Performance Bonus for the fiscal year most recently awarded to Executive pursuant to Section 5(b) prior to the year in which such termination occurstermination; provided, however, that if such termination occurs prior to the award of Executive’s employment for a full fiscal year initial Performance Bonus under this Agreement (or the determination that no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)award shall be made), the payment under this clause (B) shall be the maximum applicable Performance Bonus to which Executive that would otherwise be entitled for the fiscal year in which Executive’s employment terminates, due had Executive remained employed with the Company (the “Post-Termination Bonus”)Company. The Severance Payment shall be due and payable in cash in twenty-twenty six (26) substantially equal bi-weekly payments following such termination; provided, however, that the payment of the portion of the Severance Payment comprised of any Performance Bonus based upon the Post-Termination Bonus determination of the achievement of certain results may be delayed deferred as necessary until the Board of Parent Company has determined made the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar yearnecessary determinations.
(ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”)Payment, the Company shall continue to pay, or reimburse Executive for, pay the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan.
(b) Subject to The payment of the terms Severance Payment and conditions the provision of the benefits described in this Section 9, solely in the event that 9 are expressly contingent on Executive’s employment hereunder is terminated (y) execution of a standard severance and release agreement containing only a release of any and all claims by him against the LIN Companies Without Cause and all predecessors, successors, affiliates and subsidiaries thereof, except for claims relating to (i) the Severance Payment and other post-employment payments and benefits due pursuant to the terms and subject to the conditions of this Agreement; (ii) claims for benefits under the employee benefit plans of the LIN Companies in which Executive participates, and (iii) claims for indemnification or insurance, if applicable, arising following his employment. Notwithstanding anything to the contrary contained herein, Employer retains the right to terminate the initiation or continuation of the Severance Payment and other benefits described in this Section 8(b9 and to recover from Executive any and all amounts previously paid (as well as to pursue any other remedies available at law or in equity) if it discovers that Executive engaged in any fraud, theft, embezzlement, serious or substantial misconduct materially injuring the LIN Companies’ reputation, or gross negligence while employed by the Company or if Executive materially breaches this Agreement, including any breach by Executive of his obligations and covenants under Sections 10, 11, or 12 hereof.
(c) Subject to such adjustments as may be necessary in accordance with the proviso set forth in the last sentence of Section 9(a)(i), all payments made under this Section 9 shall be made to Executive at the same interval as payments of salary were made to Executive immediately prior to termination. Notwithstanding the foregoing or anything to the contrary contained herein, if the Company determines that Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code (as hereinafter defined), or any successor thereto or as such may be amended hereafter (“Section 409A”), then to the extent necessary to satisfy the requirements of Section 409A, any portion of the severance compensation under this Section 9 that shall constitute deferred compensation within the meaning of Section 409A shall not be due and payable to Executive until the date that is six (6) months after the date of termination, if necessary to avoid tax penalties under Section 409A. In the event of such delay in payment, on the day following the expiration of such six month period Executive shall be paid the delayed portion of the severance compensation plus interest for the period of such delay, which interest shall be calculated at a rate equal to the interest rate then earned by the LIN Companies’ excess cash balances on bank deposit.
(d) Except as expressly provided in paragraph (a) above, upon the termination of this Agreement and Executive’s employment hereunder (including for Cause or without Good Reason, or upon death or total disability pursuant, respectively, to Sections 8(a), 8(d) and 8(e)), Executive shall not be entitled to any payments hereunder, other than for Accrued Obligations, which the Company shall pay to Executive in a lump sum immediately following such termination. For purposes of this Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of Executive’s accrued but unpaid Base Salary through the date of death or termination of employment, as the case may be; (ii) any accrued but unpaid vacation or expense reimbursements; (iii) any then declared but unpaid Performance Bonus, as applicable, with respect to the fiscal year preceding the fiscal year in which the termination occurs; (iv) any (A) Performance Bonus for the fiscal year in which the termination occurs, as applicable, pro rated for service through the date of termination (and, if not determined as of the date of termination, such payment, if any, to be due and payable reasonably following the determination of such amounts) or (zB) Performance Bonus earned for that year if termination occurs at the end of the year but prior to payment; provided, however, Executive shall receive no payment under (A) or (B) upon a termination by the LIN Companies for Cause; and (v) any compensation previously earned but deferred by Executive (together with Good Reason interest, to the extent and in the manner applicable pursuant to the terms and subject to the conditions of Section 8(c9(c)) hereof, in each case during the period beginning on prior to the date of termination that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Paymenthas not yet been paid.
Appears in 3 contracts
Samples: Employment Agreement (Lin Tv Corp), Employment Agreement (Lin Tv Corp), Employment Agreement (Lin Television Corp)
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that this Agreement and Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the aggregate amount, if any, of the Performance Bonus for the fiscal year most recently awarded to Executive pursuant to Section 5(b) prior to the year in which such termination occurstermination; provided, however, that if such termination occurs prior to the award of Executive’s employment for a full fiscal year initial Performance Bonus under this Agreement (or the determination that no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)award shall be made), the payment under this clause (B) shall be the maximum applicable Performance Bonus to which Executive that would otherwise be entitled for the fiscal year in which Executive’s employment terminates, due had Executive remained employed with the Company (the “Post-Termination Bonus”)Company. The Severance Payment shall be due and payable in cash in twenty-twenty six (26) substantially equal payments following such termination; provided, however, that the payment of the portion of the Severance Payment comprised of any Performance Bonus based upon the Post-Termination Bonus determination of the achievement of certain results may be delayed deferred as necessary until the Board of Parent Compensation Committee has determined made the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar yearnecessary determinations.
(ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”)Payment, the Company shall continue to pay, or reimburse Executive for, pay the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan.
(b) Subject to The payment of the terms Severance Payment and conditions the provision of the benefits described in this Section 9, solely in the event that 9 are expressly contingent on Executive’s employment hereunder is terminated (y) execution of a standard severance and release agreement containing only a release of any and all claims by him against the LIN Companies Without Cause and all predecessors, successors, affiliates and subsidiaries thereof, except for claims relating to (i) the Severance Payment and other post-employment payments and benefits due pursuant to the terms and subject to the conditions of this Agreement; (ii) claims for benefits under the employee benefit plans of the LIN Companies in which Executive participates, and (iii) claims for indemnification or insurance, if applicable, arising following his employment. Notwithstanding anything to the contrary contained herein, Employer retains the right to terminate the initiation or continuation of the Severance Payment and other benefits described in this Section 8(b9 and to recover from Executive any and all amounts previously paid (as well as to pursue any other remedies available at law or in equity) if it discovers that Executive engaged in any fraud, theft, embezzlement, serious or substantial misconduct materially injuring the LIN Companies’ reputation, or gross negligence while employed by the Company or if Executive materially breaches this Agreement, including any breach by Executive of his obligations and covenants under Sections 10, 11, or 12 hereof.
(c) Subject to such adjustments as may be necessary in accordance with the proviso set forth in the last sentence of Section 9(a)(i), all payments made under this Section 9 shall be made to Executive at the same interval as payments of salary were made to Executive immediately prior to termination. Notwithstanding the foregoing or anything to the contrary contained herein, if the Company determines that Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code (as hereinafter defined), or any successor thereto or as such may be amended hereafter (“Section 409A”), then to the extent necessary to satisfy the requirements of Section 409A, any portion of the severance compensation under this Section 9 that shall constitute deferred compensation within the meaning of Section 409A shall not be due and payable to Executive until the date that is six (6) months after the date of termination, if necessary to avoid tax penalties under Section 409A. In the event of such delay in payment, on the day following the expiration of such six month period Executive shall be paid the delayed portion of the severance compensation plus interest for the period of such delay, which interest shall be calculated at a rate equal to the interest rate then earned by the LIN Companies’ excess cash balances on bank deposit.
(d) Except as expressly provided in paragraph (a) above, upon the termination of this Agreement and Executive’s employment hereunder (including for Cause or without Good Reason, or upon death or total disability pursuant, respectively, to Sections 8(a), 8(d) and 8(e)), Executive shall not be entitled to any payments hereunder, other than for Accrued Obligations, which the Company shall pay to Executive in a lump sum immediately following such termination. For purposes of this Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of Executive’s accrued but unpaid Base Salary through the date of death or termination of employment, as the case may be; (ii) any accrued but unpaid vacation or expense reimbursements; (iii) any then declared but unpaid Performance Bonus, as applicable, with respect to the fiscal year preceding the fiscal year in which the termination occurs; (iv) any (A) Performance Bonus for the fiscal year in which the termination occurs, as applicable, pro rated for service through the date of termination (and, if not determined as of the date of termination, such payment, if any, to be due and payable reasonably following the determination of such amounts) or (zB) Performance Bonus earned for that year if termination occurs at the end of the year but prior to payment; provided, however, Executive shall receive no payment under (A) or (B) upon a termination by the LIN Companies for Cause; and (v) any compensation previously earned but deferred by Executive (together with Good Reason interest, to the extent and in the manner applicable pursuant to the terms and subject to the conditions of Section 8(c9(c)) hereof, in each case during the period beginning on prior to the date of termination that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Paymenthas not yet been paid.
Appears in 2 contracts
Samples: Employment Agreement (Lin Tv Corp), Employment Agreement (Lin Television Corp)
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the amount, if any, of the Performance Bonus for the fiscal year prior to the year in which such termination occurs; provided, however, that if such termination occurs prior to Executive’s employment for a full fiscal year (or no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)), the payment under this clause (B) shall be the maximum Performance Bonus to which Executive would be entitled for the fiscal year in which Executive’s employment terminates, had Executive remained employed with the Company (the “Post-Termination Bonus”). The Severance Payment shall be due and payable in cash in twenty-six (26) substantially equal payments following such termination; provided, however, that payment of the portion of the Severance Payment comprised of the Post-Termination Bonus may be delayed as necessary until the Board of Parent has determined the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar year.
(ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”), the Company shall continue to pay, or reimburse Executive for, the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan.
(b) Subject to the terms and conditions of this Section 9, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, in each case during the period beginning on the date that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Payment.such
Appears in 1 contract
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that this Agreement and Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the aggregate amount, if any, of the Results Bonus and Performance Bonus for the fiscal year most recently awarded to Executive prior to the year in which such termination occurstermination; provided, however, that if such termination occurs prior to the award of Executive’s employment for a full fiscal year initial Results Bonus and Performance Bonus under this Agreement (or the determination that no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)award shall be made), the payment under this clause (B) shall be the sum of the maximum applicable Performance Bonus to which Executive plus the Results Bonus that would otherwise be entitled for the fiscal year in which Executive’s employment terminates, due had Executive remained employed with the Company (the “Post-Termination Results Bonus”). The Severance Payment shall be due and payable in cash in twenty-six (26) substantially equal payments following such termination; provided, however, that payment of the portion of the Severance Payment comprised of the Post-Termination Bonus Results Bonus, if applicable, may be delayed deferred as necessary until the Board of Parent has determined the amount of such Post-Termination Results Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar year.
(ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”)Payment, the Company shall continue to pay, or reimburse Executive for, pay the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan.
(b) Subject to The payment of the terms Severance Payment and conditions the provision of the benefits described in this Section 9, solely in the event that 9 are expressly contingent on Executive’s employment hereunder is terminated (y) execution of a standard severance and release agreement containing only a release of any and all claims by him against the LIN Companies Without Cause and all predecessors, successors, affiliates and subsidiaries thereof, except for claims relating to (i) the Severance Payment and other post-employment payments and benefits due pursuant to the terms and subject to the conditions of this Agreement; (ii) claims for benefits under the employee benefit plans of the LIN Companies in which Executive participates, and (iii) claims for indemnification or insurance, if applicable, arising following his employment). Notwithstanding anything to the contrary contained herein, Employer retains the right to terminate the initiation or continuation of the Severance Payment and other benefits described in this Section 8(b9 and to recover from Executive any and all amounts previously paid (as well as to pursue any other remedies available at law or in equity) if it discovers that Executive engaged in any fraud, theft, embezzlement, serious or substantial misconduct materially injuring the LIN Companies’ reputation, or gross negligence while employed by the Company or if Executive materially breaches this Agreement, including any breach by Executive of his obligations and covenants under Sections 10, 11, or 12 hereof.
(c) Subject to such adjustments as may be necessary in accordance with the proviso set forth in the last sentence of Section 9(a)(i), all payments made under this Section 9 shall be made to Executive at the same interval as payments of salary were made to Executive immediately prior to termination. Notwithstanding the foregoing or anything to the contrary contained herein, if the Company determines that Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code (as hereinafter defined), or any successor thereto or as such may be amended hereafter (“Section 409A”), then to the extent necessary to satisfy the requirements of Section 409A, any portion of the severance compensation under this Section 9 that shall constitute deferred compensation within the meaning of Section 409A shall not be due and payable to Executive until the date that is six (6) months after the date of termination, if necessary to avoid tax penalties under Section 409A. In the event of such delay in payment, on the day following the expiration of such six month period Executive shall be paid the delayed portion of the severance compensation plus interest for the period of such delay, which interest shall be calculated at a rate equal to the interest rate then earned by the LIN Companies’ excess cash balances on bank deposit.
(d) Except as expressly provided in paragraph (a) above, upon the termination of this Agreement and Executive’s employment hereunder (including for Cause or without Good Reason, or upon Death or Disability pursuant, respectively, to Sections 8(a), 8(d) and 8(e)), Executive shall not be entitled to any payments hereunder, other than for Accrued Obligations, which the Company shall pay to Executive in a lump sum immediately following such termination. For purposes of this Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of Executive’s accrued but unpaid Base Salary through the date of death or termination of employment, as the case may be; (ii) any accrued but unpaid vacation or expense reimbursements; (iii) any then declared but unpaid Results Bonus and Performance Bonus, as applicable, with respect to the fiscal year preceding the fiscal year in which the termination occurs; (iv) any (A) Results Bonus and Performance Bonus for the fiscal year in which the termination occurs, as applicable, pro rated for service through the date of termination (and, if not determined as of the date of termination, such payment, if any, to be due and payable reasonably following the determination of such amounts) or (zB) Results Bonus and Performance Bonus earned for that year if termination occurs at the end of the year but prior to payment; provided, however, Executive shall receive no payment under (A) or (B) upon a termination by the LIN Companies for Cause; and (v) any compensation previously earned but deferred by Executive (together with Good Reason interest, to the extent and in the manner applicable pursuant to the terms and subject to the conditions of Section 8(c9(c)) hereof, in each case during the period beginning on prior to the date of termination that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Paymenthas not yet been paid.
Appears in 1 contract
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Company Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and (B) the amount, if any, of the Performance Bonus for the fiscal year prior to the year in which such termination occurs; provided, however, that if such termination occurs prior to Executive’s employment for a full fiscal year (or no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)), the payment under this clause (B) shall be the maximum Performance Bonus to which Executive would be entitled for the fiscal year in which Executive’s employment terminates, had Executive remained employed with the Company (the “Post-Termination Bonus”). The Severance Payment shall be due and payable in cash in twenty-six (26) substantially equal payments installments during the one-year period following such termination; provided, however, that if such termination of employment occurs before the Post-Termination Bonus is determinable, payment of the portion of the Severance Payment comprised of the Post-Termination Bonus may be delayed as necessary until the Board of Parent has determined the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment; provided, further, that if such termination occurs during the two-year period following the Effective Date, the Severance Payment shall be paid in a lump sum. The first installment in respect of Executive’s Severance Payment or the lump sum payment of the Severance Payment, as applicable, shall be paid on the first regular payroll date on or following the date on which you deliver Executive delivers to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment or the payment of the Severance Payment in a lump sum, as applicable, shall paid on the first regular payroll date following the Release Date during the second calendar year.
(ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”), the Company shall continue to pay, or reimburse Executive for, the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan.
(b) Subject to the terms and conditions of this Section 9, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, in each case during the period beginning on the date that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Payment.
Appears in 1 contract
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 8 set forth below, solely in the event that this Agreement and Executive’s 's employment hereunder is terminated (y1) by the LIN Companies Company Without Cause pursuant to the terms and subject to the conditions of Section 8(b7(b) hereof; or (z2) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c7(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “"Severance Payment”") in an amount equal to the one and one half times (1.5x) the sum of (A) Executive’s 's Base Salary in effect at the time of such termination and (B) the aggregate amount, if any, of the Performance Annual Bonus for the fiscal year prior most recently awarded to the year in which such termination occursExecutive; provided, however, that if such termination occurs prior to the award of Executive’s employment for a full fiscal year 's initial Annual Bonus under this Agreement (or the determination that no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)award shall be made), the payment under this clause (B) shall be the maximum Performance target Annual Bonus to which Executive that would otherwise be entitled for the fiscal year in which Executive’s employment terminates, due had Executive remained employed with the Company (the “Post-Termination Bonus”)Company. The Severance Payment shall be due and payable in cash in twenty-six a lump sum within sixty (2660) substantially equal payments days following such terminationExecutive’s termination of employment; provided, however, that the payment of the portion of the Severance Payment comprised of any Annual Bonus based upon the Post-Termination Bonus determination of the achievement of certain results may be delayed deferred as necessary until the Board of Parent Company has determined made the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar yearnecessary determinations.
(ii) In addition, during the twelve-twelve (12) month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”)Payment, the Company shall continue to pay, or reimburse Executive for, pay the employer’s 's normal portion of the costs of Executive’s 's health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s 's group health plans during this twelve-twelve (12) month period, such coverage shall count toward the maximum coverage period permitted under such plan.
(iii) The Company shall provide Employee with three (3) months outplacement services through Xxx Xxxxx Xxxxxxxx, or a similar provider.
(b) Subject to The payment of the terms Severance Payment and conditions the provision of the benefits described in this Section 98 are expressly contingent on Executive's execution of a standard severance and release agreement containing only a release of any and all claims by him against the Company and all predecessors, solely in successors, affiliates and subsidiaries thereof, except for claims relating to (i) the event that Executive’s Severance Payment and other post-employment hereunder is terminated (y) by the LIN Companies Without Cause payments and benefits due pursuant to the terms and subject to the conditions of this Agreement; (ii) claims for benefits under the employee benefit plans of the Company in which Executive participates, and (iii) claims for indemnification or insurance, if applicable, arising following his employment. Notwithstanding anything to the contrary contained herein, Employer retains the right to terminate the initiation or continuation of the Severance Payment and other benefits described in this Section 8(b8 and to recover from Executive any and all amounts previously paid (as well as to pursue any other remedies available at law or in equity) hereof; if it discovers that Executive engaged in any fraud, theft, embezzlement, serious or (z) substantial misconduct materially injuring the Company's reputation, or gross negligence while employed by the Company or if Executive materially breaches this Agreement, including any breach by Executive of his obligations and covenants under Sections 9, 10, or 11 hereof.
(c) Subject to such adjustments as may be necessary in accordance with the proviso set forth in the last sentence of Section 8(a)(i), all payments made under this Section 8 shall be made to Executive in accordance with the Company’s regular payroll procedures. Notwithstanding the foregoing or anything to the contrary contained herein, if the Company determines that Executive is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended, or any successor thereto or as such may be amended hereafter ("Section 409A"), then to the extent necessary to satisfy the requirements of Section 409A, any portion of the severance compensation under this Section 8 that shall constitute deferred compensation within the meaning of Section 409A shall not be due and payable to Executive until the date that is six (6) months after the date of termination, if necessary to avoid tax penalties under Section 409A. In the event of such delay in payment, on the day following the expiration of such six month period Executive shall be paid the delayed portion of the severance compensation.
(d) Except as expressly provided in paragraph (a) above, upon the termination of this Agreement and Executive's employment hereunder (including for Cause or without Good Reason Reason, or upon death or total disability pursuant, respectively, to Sections 7(a), 7(d) and 7(e)), Executive shall not be entitled to any payments hereunder, other than for Accrued Obligations, which the Company shall pay to Executive, or his estate, in a lump sum immediately following such termination. For purposes of this Agreement, "Accrued Obligations" shall mean the sum of (i) any portion of Executive's accrued but unpaid Base Salary through the date of death or termination of employment, as the case may be; (ii) any accrued but unpaid vacation or expense reimbursements; (iii) any then declared but unpaid Annual Bonus, as applicable, with respect to the fiscal year preceding the fiscal year in which the termination occurs; and (iv) any compensation previously earned but deferred by Executive (to the extent and in the manner applicable pursuant to the terms and subject to the conditions of Section 8(c)) hereof, in each case during the period beginning on prior to the date of termination that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Paymenthas not yet been paid.
Appears in 1 contract
Severance for Termination Without Cause or Resignation With Good Reason. (a) Subject to the terms and conditions of this Section 9 set forth below, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:
(i) The Company shall pay to Executive a severance payment (the “Severance Payment”) in an amount equal to the sum of (A) Executive’s Base Salary in effect at the time of such termination and termination; (B) the amount, if any, of the Performance Bonus for the fiscal year prior to the year in which such termination occurs; provided, however, that if such termination occurs prior to Executive’s employment for a full fiscal year (or no Performance Bonus was payable for the fiscal year prior to the year in which such termination occurs due to failure to satisfy the conditions set forth in Section 5(b)), the payment under this clause (B) shall be the maximum Performance Bonus to which Executive would be entitled for the fiscal year in which Executive’s employment terminates, had Executive remained employed with the Company (the “Post-Termination Bonus”); (C) the contribution, if any, paid by the Company for the benefit of the Executive to any 401(k) Plan in the last complete fiscal year; and (D) the present value, determined as of the effective date of termination, of the sum of (i) all benefits which have accrued to the Executive but have not vested under the Company retirement plans as of the effective date of termination, and (ii) all additional benefits which would have accrued to the Executive under the retirement plans if the Executive had continued to be employed by the Company on the same terms the Executive was employed on as of the effective date of termination from such date of termination to the date twelve months after the date of termination. For purposes of this Section 9(a)(i)(D), the present value of a future payment shall be calculated by reference to the actuarial assumptions (including assumptions with respect to interest rates) in use immediately prior to any termination for purposes of calculating actuarial equivalents under the retirement plans. The Severance Payment shall be due and payable in cash in twenty-six (26) substantially equal payments following such termination; provided, however, that payment of the portion of the Severance Payment comprised of the Post-Termination Bonus may be delayed as necessary until the Board of Parent has determined the amount of such Post-Termination Bonus, in which case such Post-Termination Bonus shall be payable in cash in substantially equal installments to be paid with the remaining payments of the Severance Payment. The first installment in respect of Executive’s Severance Payment shall be paid on the first regular payroll date on or following the date on which you deliver to the Company an executed Release (as defined below) and the release becomes irrevocable (the “Release Date”), with each such installment that would have been paid on the regular payroll dates of the Company during the period following the date of termination and the Release Date also paid to the Executive on the Release Date; provided, however, that, if the period during which Executive is entitled to execute and deliver the Release to the Company straddles two calendar years, subject to Executive delivering to the Company an executed and irrevocable Release, the first payment of the Severance Payment shall paid on the first regular payroll date following the Release Date during the second calendar year.
(ii) In addition, during the twelve-month period following a termination giving rise to the Severance Payment (the “Benefits Continuation Period”), the Company shall continue to pay, or reimburse Executive for, the employer’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that Executive chooses to participate in COBRA or a similar health insurance continuation program and provides the Company with proof of such participation. If Executive chooses to receive COBRA coverage from the Company’s group health plans during this twelve-month period, such coverage shall count toward the maximum coverage period permitted under such plan. In addition, in any termination circumstance giving rise to the Severance Payment, Executive shall also be assigned the transfer of title to her Company automobile.
(b) Subject to the terms and conditions of this Section 9, solely in the event that Executive’s employment hereunder is terminated (y) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or (z) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, in each case during the period beginning on the date that is thirty (30) days prior to execution of a definitive agreement which, if consummated will result in a Change in Control, subject to consummation of such Change in Control, and ending on the twenty-four (24) month anniversary of the date on which a Change in Control is consummated (the “Change in Control Protection Period”), then Executive shall be eligible to receive the payments and benefits described in Section 9(a) above, subject to the terms and conditions described in Section 9(a); provided, however, that for purposes of this Section 9(b), (i) “Severance Payment” shall mean the product of (A) the Severance Payment as defined in Section 9(a)(i) and (B) two (2); (ii) the Severance Payment shall be paid in a single lump sum payment on the Release Date; and (iii) “Benefits Continuation Period” shall mean the 24-month period following a termination giving rise to the Severance Payment.
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