Severance Pay and Benefits. If Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the following: (A) all accrued compensation through the termination date; (B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and (C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefits.
Appears in 6 contracts
Samples: Employment Agreement (Pantry Inc), Employment Agreement (Pantry Inc), Employment Agreement (Pantry Inc)
Severance Pay and Benefits. If Employee’s 's employment with the Corporation Bank terminates under the circumstances as described in Section 6.2 5(b) above, Employee shall be entitled to receive all of the following:
(Ai) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary , plus any bonus for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for which Employee otherwise would be eligible in the year in which of termination, prorated through the termination occurs (less any applicable taxes and withholdings)date, payable in a lump sum within thirty (30) calendar days after of the date on which the release of claims required by Section 4.4 becomes effective; andtermination of employment.
(Cii) unless Employee obtains comparable medical insurance coverage from a subsequent employerseverance payment equal to two (2) times the amount of Employee's most recent annual compensation, then, for including the amount of his most recent bonus. The severance payment shall be paid in a lump sum within thirty (30) days of the date of termination of employment.
(iii) during the twenty-four (24) months month period following the termination of Employee’s employment, or if sooner, until comparable coverage is available to Employee in connection with subsequent employment, the Corporation shall continue to pay Bank will reimburse Employee for Employee’s the additional costs he incurs in obtaining health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject benefits equivalent to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan benefit plans in which Employee participated on prior to termination as follows:
(a) the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation Bank shall reimburse Employee for that portion the additional costs of continuing group health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage benefits under the Corporation’s group health plan Consolidated Omnibus Budget Reconciliation Act ("COBRA") for a period of up to eighteen (18) months from the date of termination; and (b) for the period immediately prior following the end of such eighteen (18) month period and continuing to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, end of the twenty-four (24) month health insurance continuation period following expiration period, Employee shall also be entitled to be reimbursed for the additional reasonable costs of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain obtaining comparable health insurance coverage under a fully-insured, individual health through an insurance policy that is less expensive than or policies he purchases on his own. Employee shall bear full responsibility for applying for COBRA coverage, the Corporation coverage and for obtaining coverage under any other insurance policy subject to reimbursement under this Section and nothing herein shall reimburse Employee for premiums that are in excess constitute a guarantee of the amount Employee paid COBRA continuation coverage or benefits or a guarantee of eligibility for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employercoverage. All such reimbursements required pursuant to by this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s Employee's submission of proof of timely premium payments to the CorporationBank; provided, subject to the following: (i) however, that all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than made on or before the end last day of the calendar taxable year after following the calendar taxable year in which the reimbursable expense is expenses were incurred, (iii) reimbursements . Under no circumstances will Employee be entitled to a cash payment or other benefit in one lieu of reimbursement for the actual costs of premiums for health coverage hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not affect those payable be affected by the amount of expenses eligible for reimbursement in any later other calendar year, year and Employee's right to reimbursement shall not be subject to liquidation or exchange for any other benefit. Employee shall provide the Bank with notice of subsequent employment and comparable coverage within thirty (iv30) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsdays of commencement of such comparable coverage.
Appears in 4 contracts
Samples: Executive Employment Agreement (Four Oaks Fincorp Inc), Executive Employment Agreement (Four Oaks Fincorp Inc), Executive Employment Agreement (Four Oaks Fincorp Inc)
Severance Pay and Benefits. If Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the following:
(A) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefits...
Appears in 4 contracts
Samples: Employment Agreement (Pantry Inc), Employment Agreement (Pantry Inc), Employment Agreement (Pantry Inc)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period. If Employeethe Executive’s employment with is terminated by the Corporation terminates under circumstances Company without Cause as described provided in Section 6.2 above3(d), Employee or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall be entitled to receive include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the following:Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (the “Release Deadline”) or such shorter period as set forth in the Separation Agreement (prongs (i) and (ii) are the “Release Requirement”):
(Aa) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus Company shall pay the Executive an amount equal to two 6 months of the Executive’s Base Salary (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings“Severance Amount”), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(Cb) unless Employee obtains comparable medical insurance to the extent coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment is mandated by election of continuation coverage under COBRA, law and subject to the terms Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or equivalent state law) (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to both the monthly employee and the monthly employer contribution that the Company or the Executive would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 6 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law. The Corporation law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall pay Employee’s premiums convert such payments to payroll payments directly to the COBRA administrator Executive for the same health insurance coverage for time period specified above. Such payments to the same group health insurance plan in which Employee participated Executive shall be subject to tax-related deductions and withholdings and paid on the effective date of the termination of employmentCompany’s regular payroll dates. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums The amounts payable under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) 5, to the extent taxable, shall be paid as soon as reasonably practicable following employeeout in lump sum in accordance with the Company’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year payroll practice within 60 days after the calendar year in which Date of Termination; provided, however, that if the reimbursable expense is incurred, (iii) reimbursements 60-day period begins in one calendar year shall not affect those payable and ends in any later a second calendar year, and such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (iv) no benefit provided under the “Code”), shall be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 6.3(C) may be cashed out or exchanged for other benefits1.409A-2(b)(2).
Appears in 4 contracts
Samples: Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period. If Employeethe Executive’s employment with is terminated by the Corporation terminates under circumstances Company without Cause as described provided in Section 6.2 above3(d), Employee or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall be entitled to receive include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the following:Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (the “Release Deadline”) or such shorter period as set forth in the Separation Agreement (prongs (i) and (ii) are the “Release Requirement”):
(Aa) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus Company shall pay the Executive an amount equal to two 6 months of the Executive’s Base Salary (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings“Severance Amount”), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(Cb) unless Employee obtains comparable medical insurance to the extent coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment is mandated by election of continuation coverage under COBRA, law and subject to the terms Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or equivalent state law) (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to both the monthly employee and the monthly employer contribution that the Company or the Executive would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 6 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law. The Corporation law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall pay Employee’s premiums convert such payments to payroll payments directly to the COBRA administrator Executive for the same health insurance coverage for time period specified above. Such payments to the same group health insurance plan in which Employee participated Executive shall be subject to tax-related deductions and withholdings and paid on the effective date of the termination of employmentCompany’s regular payroll dates. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums The amounts payable under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) 5, to the extent taxable, shall be paid as soon as reasonably practicable following employeeout in lump sum in accordance with the Company’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year payroll practice within 60 days after the calendar year in which Date of Termination; provided, however, that if the reimbursable expense is incurred, (iii) reimbursements 60-day period begins in one calendar year shall not affect those payable and ends in any later a second calendar year, and such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (iv) no benefit provided under the “Code”), shall be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 6.3(C) may be cashed out or exchanged for other benefits1.409A-2(b)(2).
Appears in 3 contracts
Samples: Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.)
Severance Pay and Benefits. If EmployeeUpon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”).
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the Executive complying with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of Release Requirement and the followingRelease becoming fully effective within the Release Deadline:
(Ai) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus Company shall pay the Executive an amount equal to two 12 months of the Executive’s Base Salary (2the “Severance Amount”) times plus (B) the value of EmployeeExecutive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in which effect immediately prior to the termination occurs (less any applicable taxes and withholdingsChange in Control, if higher), payable in prorated to reflect the number of days the Executive worked at the Company during the applicable year;
(ii) to the extent coverage is mandated by law and subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or equivalent state law) (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a lump sum within thirty monthly payment equal to both the monthly employee and the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (30A) calendar days after the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on which the release of claims required by Section 4.4 becomes effectiveCompany’s regular payroll dates; and
(Ciii) unless Employee obtains comparable medical insurance coverage from a subsequent employernotwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, thenall stock options and other stock-based awards held by the Executive that are subject vesting (the “Unvested Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable, for twentywith any such awards subject to performance-four based vesting conditions to be deemed vested at target levels, as of the later of (24i) months following the termination Date of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on Termination or (ii) the effective date of the termination of employment Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by election of continuation coverage under COBRAthis subsection, subject to the terms unvested portion of the group health plan and applicable law. The Corporation shall pay EmployeeExecutive’s premiums directly to Unvested Equity Awards that would otherwise be forfeited on the COBRA administrator for Date of Termination will be delayed until the same health insurance coverage for the same group health insurance plan in which Employee participated on earlier of (A) the effective date of the termination of employment. At Release (at which time acceleration will occur), or (B) the end date that the Release can no longer become fully effective (at which time the unvested portion of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the CorporationExecutive’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation periodUnvested Equity Awards will be forfeited). Notwithstanding the foregoing, no additional vesting of the Unvested Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options held by the event Employee prefers Executive that are vested as of the date of the Executive’s termination of employment (inclusive of, for the avoidance of doubt, any such stock options that become vested pursuant to initially obtain health insurance coverage under a fully-insured, individual health insurance policy the terms of Section 6(a)(iii)) shall remain exercisable until the first to occur of the date that is less expensive than COBRA coverage, 12 months following the Corporation shall reimburse Employee for premiums that are in excess date of the amount Employee paid for health insurance under the CorporationExecutive’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, employment or (ii) the expiration date Employee obtains comparable group health insurance coverage from a subsequent employerof such stock option. All such reimbursements required pursuant to The cash amounts payable under this Section 6.3(C) 6(a), to the extent taxable, shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year in lump sum within 60 days after the calendar year in which Date of Termination; provided, however, that if the reimbursable expense is incurred, (iii) reimbursements 60-day period begins in one calendar year shall not affect those payable and ends in any later a second calendar year, and (iv) no benefit provided under this such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 6.3(C) may 409A of the Code, shall be cashed out paid or exchanged for other benefitscommence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 3 contracts
Samples: Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.)
Severance Pay and Benefits. If Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the followingCompany:
(A) all accrued compensation through 2.1 Company shall pay Employee the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24gross amount of [$AMOUNT], which represents [APPLICABLE TIME PERIOD] ( ) months plus an amount equal to two (2the “Severance Period”) times the value of Employee’s Target Bonus current Base Salary under the Employment Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the year Severance Pay”). Unless terminated earlier pursuant to the Employment Agreement, the Severance Pay shall be paid in which pro rata amounts over the Severance Period in accordance with the Company’s payroll practices. The first installment of the Severance Pay shall be made as soon as administratively possible following the Effective Date.
2.2 Company shall pay Employee the pro rata bonus in accordance with Section [ ] of the Employment Agreement and shall cause the additional vesting provided for in Section [ ] of the Employment Agreement.
2.3 Company shall pay Employee the following: [ ] months of the Company’s portion of post-employment company-sponsored health insurance premiums under COBRA ((at the same levels and costs in effect on the date of termination occurs (less any excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp (subject to applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and.
(Ca) unless The Company will make the first monthly Severance Benefits payment to Employee obtains comparable medical insurance coverage from a subsequent employeras soon as administratively possible following (i) the Effective Date, then, for twenty-four and (24ii) months following receipt by Company of notification that Employee has made the termination necessary election of benefits continuation under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee’s employment, the Corporation shall Company will continue to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator.
(b) Employee will be responsible for paying the full amount of the premium, plus applicable administrative fees, to the carrier or COBRA administrator.
2.4 The entire amount of the payments set forth in Section 2 and its subsections paid by the Company to Employee is considered taxable income and will be reported on a Form W-2 issued to Employee for the applicable year.
2.5 In the event the Company, after reasonable investigation, determines that Employee has breached Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage obligations under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employmentAgreement, (ii) any claims for reimbursements shall be paid no later than Confidentiality, Non-Solicitation and/or Non-Competition Agreement to which Employee and the end of the calendar year after the calendar year in which the reimbursable expense is incurredCompany are parties, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar yearthe Restrictive Covenants, and (iv) no benefit provided the confidentiality or non-disparagement obligations contained in the Employment Agreement, or (v) the Seventh Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented, or otherwise modified from time to time, the (“LP Agreement”), if applicable, Employee’s eligibility for the Severance Pay and Severance Benefits shall cease immediately. Moreover, from the date of the breach, the Company shall be entitled to recover payments in excess of one thousand dollars ($1,000.00) made to the Employee for Severance Pay under this Section 6.3(C) may be cashed out Agreement.
2.6 Employee acknowledges that the Severance Pay and Severance Benefits exceeds any earned wages or exchanged for other benefitsanything else of value otherwise owed to Employee by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Advantage Solutions Inc.), Employment Agreement (Advantage Solutions Inc.)
Severance Pay and Benefits. If EmployeeUpon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”).
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the Executive complying with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of Release Requirement and the followingRelease becoming fully effective within the Release Deadline:
(Ai) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus Company shall pay the Executive an amount equal to two 12 months of the Executive’s Base Salary (2the “Severance Amount”);
(ii) times to the value extent coverage is mandated by law and subject to the Executive’s copayment of Employeepremium amounts at the applicable active employees’ rate and the Executive’s Target Bonus proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or equivalent state law) (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to both the monthly employee and the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the year in which time period specified above. Such payments to the termination occurs (less any applicable taxes Executive shall be subject to tax-related deductions and withholdings), payable in a lump sum within thirty (30) calendar days after withholdings and paid on the date on which the release of claims required by Section 4.4 becomes effectiveCompany’s regular payroll dates; and
(Ciii) unless Employee obtains comparable medical insurance coverage from a subsequent employernotwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, thenall stock options and other stock-based awards held by the Executive that are subject vesting (the “Unvested Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable, for twentywith any such awards subject to performance-four based vesting conditions to be deemed vested at target levels, as of the later of (24i) months following the termination Date of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on Termination or (ii) the effective date of the termination of employment Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by election of continuation coverage under COBRAthis subsection, subject to the terms unvested portion of the group health plan and applicable law. The Corporation shall pay EmployeeExecutive’s premiums directly to Unvested Equity Awards that would otherwise be forfeited on the COBRA administrator for Date of Termination will be delayed until the same health insurance coverage for the same group health insurance plan in which Employee participated on earlier of (A) the effective date of the termination of employment. At Release (at which time acceleration will occur), or (B) the end date that the Release can no longer become fully effective (at which time the unvested portion of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the CorporationExecutive’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation periodUnvested Equity Awards will be forfeited). Notwithstanding the foregoing, no additional vesting of the Unvested Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options held by the event Employee prefers Executive that are vested as of the date of the Executive’s termination of employment (inclusive of, for the avoidance of doubt, any such stock options that become vested pursuant to initially obtain health insurance coverage under a fully-insured, individual health insurance policy the terms of Section 6(a)(iii)) shall remain exercisable until the first to occur of the date that is less expensive than COBRA coverage, 12 months following the Corporation shall reimburse Employee for premiums that are in excess date of the amount Employee paid for health insurance under the CorporationExecutive’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, employment or (ii) the expiration date Employee obtains comparable group health insurance coverage from a subsequent employerof such stock option. All such reimbursements required pursuant to The cash amounts payable under this Section 6.3(C) 6(a), to the extent taxable, shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year in lump sum within 60 days after the calendar year in which Date of Termination; provided, however, that if the reimbursable expense is incurred, (iii) reimbursements 60-day period begins in one calendar year shall not affect those payable and ends in any later a second calendar year, and (iv) no benefit provided under this such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 6.3(C) may 409A of the Code, shall be cashed out paid or exchanged for other benefitscommence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 2 contracts
Samples: Executive Employment Agreement (Sagimet Biosciences Inc.), Executive Employment Agreement (Sagimet Biosciences Inc.)
Severance Pay and Benefits. If Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the followingCompany:
(A) all accrued compensation through 2.1 Company shall pay Employee the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24gross amount of [$AMOUNT], which represents [APPLICABLE TIME PERIOD] ( ) months plus an amount equal to two (2the “Severance Period”) times the value of Employee’s Target Bonus current Base Salary under the Employment Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the year Severance Pay”). Unless terminated earlier pursuant to the Employment Agreement, the Severance Pay shall be paid in which pro rata amounts over the Severance Period in accordance with the Company’s payroll practices. The first installment of the Severance Pay shall be made as soon as administratively possible following the Effective Date.
2.2 Company shall pay Employee the following: eighteen (18) months of the Company’s portion of post-employment company sponsored health insurance premiums under COBRA ((at the same levels and costs in effect on the date of termination occurs (less any excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp (subject to applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and.
(Ca) unless The Company will make the first monthly Severance Benefits payment to Employee obtains comparable medical insurance coverage from a subsequent employeras soon as administratively possible following (i) the Effective Date, then, for twenty-four and (24ii) months following receipt by Company of notification that Employee has made the termination necessary election of benefits continuation under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee’s employment, the Corporation shall Company will continue to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator.
(b) Employee will be responsible for paying the full amount of the premium, plus applicable administrative fees, to the carrier or COBRA administrator.
2.3 The entire amount of the payments set forth in Section 2 and its subsections paid by the Company to Employee is considered taxable income and will be reported on a Form W-2 issued to Employee for the applicable year.
2.4 In the event the Company, after reasonable investigation, determines that Employee has breached Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage obligations under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, Agreement; (ii) any claims for reimbursements shall be paid no later than Confidentiality, Non-Solicitation and/or Non-Competition Agreement to which Employee and the end of the calendar year after the calendar year in which the reimbursable expense is incurred, Company are parties; (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and the Restrictive Covenants; (iv) no benefit provided the confidentiality or non-dispargement obligations contained in the Employment Agreement; or (v) the Seventh Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented or otherwise modified from time to time, the (“LP Agreement”), if applicable, Employee’s eligibility for the Severance Pay and Severance Benefits shall cease immediately. Moreover, from the date of the breach, the Company shall be entitled to recover payments in excess of one thousand dollars ($1,000.00) made to the Employee for Severance Pay under this Section 6.3(C) may be cashed out Agreement.
2.5 Employee acknowledges that the Severance Pay and Severance Benefits exceeds any earned wages or exchanged for other benefitsanything else of value otherwise owed to Employee by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Advantage Solutions Inc.), Employment Agreement (Advantage Solutions Inc.)
Severance Pay and Benefits. If EmployeeIf, during the Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with certain other severance benefits (collectively, the Corporation terminates under circumstances “Severance Pay”) as described in Section 6.2 above, Employee below. The Severance Pay shall be entitled to receive all of the followingas follows:
(Ai) all accrued compensation through The Cash Severance Amount shall be the termination date;
(B) a severance payment equal amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable Executive in a lump sum within thirty (30) calendar days by wire transfer on or as soon as reasonably practical after the termination date; provided, however, that if at such time Executive is a “specified employee,” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the applicable Treasury Regulations thereunder, the Company shall not make such payment until the earlier of (i) the first of the seventh month after Executive’s termination date or (ii) Executive’s death. In the event of any such delay in payment, such Cash Severance Amount shall bear interest at the LIBOR rate in effect on which the release of claims required by Section 4.4 becomes effective; andhis termination date until paid.
(Cii) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue Provided Executive timely elects continued coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the CorporationCompany’s group health plan immediately prior pursuant to termination Section 4980B of employment. Such individual the Code (“COBRA”), the Company shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to exceed 18 months; provided, however, the Company shall take all actions necessary for Executive not to be taxable on either the continued coverage or any health insurance policy reimbursements shall continue for no longer than benefits received under the remainderhealth plan, which may include, if anyeffective, paying Executive a monthly amount in cash, with a full tax gross-up, that enables Executive to pay the health premium required with after-tax dollars in order for such continued coverage or benefits not be taxable to him; provided, further however, if such reimbursement payments would be subject to tax under Section 409A of the twentyCode, the Company shall provide Executive with either a full tax gross-four (24) month health insurance continuation period following expiration up, paid when Executive remits such taxes, or an insured product that does not subject Executive to tax under Sections 105, 106 or 409A of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverageCode.
(iii) As soon as practical on or following his termination, the Corporation Company shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: pay Executive (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employmentany earned but unpaid base salary, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurredaccrued but unused vacation, and (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, all reasonable and unreimbursed business expenses incurred by him prior to his termination.
(iv) no benefit provided under The Company shall provide Executive with outplacement services of Executive’s choosing, not to exceed $20,000. Executive shall not be entitled to Severance Pay for a termination of employment that is due to his death or Disability, his voluntary termination without Good Reason, or his termination by the Company for Cause. The following are definitions of terms used in this Section 6.3(C) may be cashed out or exchanged for and other benefitssections of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (RigNet, Inc.), Employment Agreement (RigNet, Inc.)
Severance Pay and Benefits. If Employee’s employment In accordance with the Corporation terminates under circumstances as terms of your employment agreement with the Company (“Employment Agreement”) and/or the Severance Pay Plan and specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, the Company agrees to provide you the following consideration, to which you are not otherwise entitled:
a. To pay you fifty-two (52) weeks of severance pay based on your ending base pay, in the gross amount of xxxx (USD), less applicable deductions and withholding. Such severance pay will be paid to you in substantially equal installments on the Company’s regular payroll dates beginning on the first administratively feasible payroll date following expiration of the rescission period(s) described in Section 6.2 above5 below without rescission, Employee shall be entitled to receive all and upon return of the following:company property as outlined herein.
(A) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may b. If you elect to continue coverage under to participate in the CorporationCompany’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms Company will pay a portion of the your COBRA premiums for such group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for you and your eligible dependents for the same period of [xxxx]. Such portion shall be equal to the portion of the premiums the Company paid on your behalf for such coverage in your last month of employment. The Company will discontinue such payments prior to the end of such period if, and at such time as, you (i) are covered or eligible to be covered under the group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employmentnew employer, or (ii) cease to participate, for whatever reason, in the date Employee obtains comparable Company’s group health insurance coverage from plan. The Company has the right to modify or terminate its group health insurance plan at any time and you will have the same right to participate in the Company’s group health insurance plan under COBRA only as is provided on an equivalent basis to the Company’s employees.
c. To provide you career transition services provided by the Company free of charge. Your use of such services must start within 3 months after the Separation Date. For the avoidance of doubt, unless otherwise explicitly set forth in this Agreement, the above referenced payment and benefits will constitute the full amount of monies to be paid to you with respect to and in connection with your employment and the termination of your employment with the Company, including but not limited to any amounts claimed to be owing under a subsequent employerCompany incentive, sales incentive plan, bonus plan or program, or other compensation arrangement for periods completed prior to or following the Separation Date, as they are not earned or owing. All such reimbursements required pursuant Notwithstanding anything herein to this the contrary, the severance pay set forth in Section 6.3(C2(a) above shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end and/or repayment as set forth in Section 4.5 of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsSeverance Pay Plan.
Appears in 1 contract
Severance Pay and Benefits. If EmployeeIf, during the Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with certain other severance benefits (collectively, the Corporation terminates under circumstances “Severance Pay”) as described in Section 6.2 above, Employee below. The Severance Pay shall be entitled to receive all of the followingas follows:
(Aa) all accrued compensation through The Cash Severance Amount shall be the termination date;
(B) a severance payment equal amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable Executive in a lump sum within thirty (30) calendar days by wire transfer on or as soon as reasonably practical after the date on which termination date; provided, however, that if at such time Executive is a “specified employee,” as defined in Section 409A of the release Internal Revenue Code of claims required by Section 4.4 becomes effective; and
1986, as amended (C“Code”) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following and the termination of Employee’s employmentapplicable Treasury Regulations thereunder, the Corporation Company shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through not make such payment until the earlier to occur of: of (i) twenty-four (24) months following the first day of the seventh month after Executive’s termination of employment, date or (ii) the date Employee obtains comparable of Executive’s death. In the event of any such delay in payment, such Cash Severance Amount shall bear interest at the LIBOR rate in effect on his termination date until paid.
(b) Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B of the Code (“COBRA”), the Company shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to exceed 18 months; provided, however, the Company shall take all actions necessary for Executive not to be taxed on either the continued coverage or any health benefits received under the health plan, which may include, if effective, paying Executive a monthly amount in cash, with a full tax gross-up, that enables Executive to pay the health premium required with after-tax dollars in order for such continued coverage or benefits to be non-taxable to him; provided, further however, if such reimbursement payments would be subject to tax under Section 409A of the Code, the Company shall provide Executive with either a full tax gross-up, paid when Executive remits such taxes, or reasonably equivalent health insurance coverage from a subsequent employer. All such reimbursements required pursuant that does not subject Executive to this Section 6.3(Ctax under Sections 105, 106 or 409A of the Code.
(c) shall be paid as As soon as reasonably practicable practical on or following employee’s submission of proof of timely premium payments to his termination, the Corporation, subject to the following: Company shall pay Executive (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employmentany earned but unpaid base salary, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurredaccrued but unused vacation, and (iii) reimbursements in one calendar year all reasonable and unreimbursed business expenses incurred by him prior to his termination.
(d) The Company shall provide Executive with outplacement services of Executive’s choosing, not to exceed $20,000. Executive shall not affect those payable in any later calendar yearbe entitled to Severance Pay for a termination of employment that is due to his death or Disability, and (iv) no benefit provided under this Section 6.3(C) may be cashed out his voluntary termination without Good Reason, or exchanged his termination by the Company for other benefitsCause.
Appears in 1 contract
Samples: Employment Agreement (RigNet, Inc.)
Severance Pay and Benefits. If Employee’s employment In accordance with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all 2.7(a) of the followingEmployment Agreement and as otherwise agreed between the Company and Executive, the Company shall provide to Executive the following severance benefits:
(Aa) all accrued compensation through the termination date;
(B) a severance A payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after of Executive’s Salary (based on the date Salary in effect as of the Termination Date), which Executive agrees and acknowledges is being provided in lieu of the requirement under Section 2.7(a) of the Employment Agreement that the Company provide Executive with thirty (30) calendar days’ notice of its decision to terminate Executive’s employment without Cause;
(b) The continued payment of Executive’s Salary and car allowance for a period of twelve (12) months immediately following the Termination Date (the “Severance Period”) (based on the Salary and car allowance in effect as of the Termination Date), payable during the Severance Period in accordance with the Company’s regular payroll practices;
(c) Executive agrees to waive his right under Section 2.7(a) of the Employment Agreement to receive a pro-rated portion of Executive’s Bonus under the Company’s 2014 Annual Incentive Plan regardless of the extent to which such Bonus would otherwise have been earned based on performance goals established under the release 2014 Annual Incentive Plan;
(d) Reimbursement of claims required the reasonable attorney’s fees and expenses, not to exceed Five Thousand and No/100 Dollars ($5,000), incurred by Section 4.4 becomes effectiveExecutive in connection with the negotiation and preparation of this Agreement; and
(Ce) unless Employee obtains comparable Provided Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) or similar state laws and timely completes and returns to the Company the documents and payments required for such election, the Company shall reimburse Executive for the cost of COBRA continuation premiums for Executive and his dependents (as applicable) for a period of twelve (12) consecutive months after the Termination Date, under the Company’s group medical plan to the extent that such benefits were in effect for Executive and his dependents as of the Termination Date; provided, that if at any time during the twelve (12) month period following the Termination Date, Executive becomes eligible to receive health insurance coverage from a subsequent employer, then, the Company’s obligation to reimburse Executive for twenty-four the cost of COBRA continuation premiums shall immediately cease.
(24f) months following Notwithstanding the termination foregoing provisions of Employee’s employmentthis Section 3, the Corporation Company shall continue not be obligated to provide Executive with any of the severance pay for Employee’s health insurance coverage as or benefits described in paragraphs (a), (b), (c), (d) and (e) of this Section 6.3(C). Employee may elect to continue coverage under 3 (such severance pay and benefits, collectively the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24“Severance Benefits”) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: unless (i) twenty-four within 30 days following the Termination Date, (24x) months following termination Executive signs and delivers the Release of employmentClaims in favor of the Company as set forth in Exhibit A attached hereto (the “Release”), or (y) Executive has not revoked the Release; and (z) the rescission periods provided by law have expired; and (ii) Executive is in substantial compliance with the date Employee obtains comparable group health insurance coverage from material terms of this Agreement and the Employment Agreement as of the dates of the payments. The Parties agree that Executive received this Agreement and the Release on October 30, 2014.
(g) Executive acknowledges and agrees that Executive is considered a subsequent employer“specified employee” within the meaning of Section 409A as of the Termination Date. All such reimbursements required pursuant to As a result, the payment of any amounts under this Section 6.3(C3 that is considered deferred compensation subject to 409A and is to be paid on account of Executive’s separation from service shall be deferred, as required by Section 409A(a)(2)(B)(i) of the Code, for six (6) months after the Termination Date or, if earlier, Executive’s death (the “409A Deferral Period”). Any payments that otherwise would have been made during the 409A Deferral Period shall be paid as soon as reasonably practicable following employee’s submission in a lump sum on the first payroll date after the 409A Deferral Period expires, and the balance of proof of timely premium any payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsmade as described herein.
Appears in 1 contract
Severance Pay and Benefits. If Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Corporation terminates Company:
(a) Company shall pay Employee the gross amount of [$AMOUNT], which represents [APPLICABLE TIME PERIOD] ( ) months (the “Severance Period”) of Employee’s current Base Salary under circumstances the Employment Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the Severance Pay”). Unless terminated earlier pursuant to the Employment Agreement, the Severance Pay shall be paid in pro rata amounts over the Severance Period in accordance with the Company’s payroll practices. The first installment of the Severance Pay shall be made as described soon as administratively possible following the Effective Date.
(b) Company shall pay Employee the pro rata bonus in accordance with Section [ ] of the Employment Agreement and shall cause the additional vesting provided for in Section 6.2 above[ ] of the Employment Agreement.
(c) Company shall pay Employee the gross amount of [$AMOUNT], less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes, which amount may be used by the Employee to pay for health insurance premiums under COBRA or other continuation health care coverage, in the Employee’s sole discretion.
(d) The entire amount of the payments set forth in Section 2 and its subsections paid by the Company to Employee is considered taxable income and will be reported on a Form W-2 issued to Employee for the applicable year.
(e) In the event the Company, after reasonable investigation, determines that Employee has breached Employee’s obligations under (i) this Agreement, (ii) the Restrictive Covenants, or (iii) the confidentiality or non-disparagement obligations contained in the Employment Agreement, Employee’s eligibility for the Severance Pay and Severance Benefits shall cease immediately. Moreover, from the date of the breach, the Company shall be entitled to receive all of the following:
(A) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are recover payments in excess of one thousand dollars ($1,000.00) made to the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums Severance Pay under this Agreement.
(f) Employee acknowledges that are in excess the Severance Pay and Severance Benefits exceeds any earned wages or anything else of the amount value otherwise owed to Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsCompany.
Appears in 1 contract
Severance Pay and Benefits. If EmployeeExecutive is a participant in the Company’s employment with Executives’ Severance Benefit Plan (the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive “Severance Plan”). In return for the execution of this Agreement and Executive honoring all of the followingterms and conditions of this Agreement, the Company shall provide to Executive the following severance pay and benefits, which shall be in full satisfaction of Executive’s entitlements under the Severance Plan:
(Aa) all accrued compensation through Severance Pay of $375,000.00, which is one times Executive’s annual Base Salary (the termination date;
(B) a severance payment equal “Severance Pay”). Subject to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdingsSection 2(g), payable the Company shall issue this Severance Pay in a lump sum within thirty sum, less applicable withholdings, on its first payroll date following expiration of all applicable rescission periods set forth in the Release of Claims in favor of the Company attached as Exhibit A hereto (30the “Release of Claims”), provided Executive has complied with the requirements of Section 2(e).
(b) Severance Bonus Pay of $225,000.00, which is one times Executive’s target annual incentive bonus (the “Severance Bonus Pay”). Subject to Section 2(g), the Company shall issue $155,000 of this Severance Bonus Pay in a lump sum, less applicable withholdings, on its first payroll date following expiration of all applicable rescission periods set forth in the Release of Claims, and shall issue the remaining $70,000 of this Severance Bonus Pay in a lump sum, less applicable withholdings, on its first payroll date following the six month anniversary of the Resignation Date, in each instance provided Executive has complied with the requirements of Section 2(e).
(c) Executive’s health coverage under the Company’s group health plan will terminate on the last day of the calendar days month in which Executive’s Resignation Date occurred. Provided Executive elects continuation coverage pursuant to COBRA or similar state laws and timely completes and returns to the Company the documents and payments required for such election, Executive shall only be charged or responsible for paying a portion of Executive’s medical and/or dental insurance coverage pursuant to COBRA, and the basic life insurance coverage under the employer-provided group life insurance plan, so that Executive will be responsible for paying the same amount as Executive would have paid as an active employee plus any vendor administrative fee, for a period of twelve (12) months after the Resignation Date (the “Severance Benefits”). Nothing herein shall be construed to extend the period of time over which such COBRA continuation coverage may be provided to Executive and/or his dependents beyond that mandated by law and, provided further, that Executive shall be required to pay the entire cost of COBRA continuation coverage for any time following the date on which the release Company’s contribution obligation hereunder ceases.
(d) Executive and the Company agree that:
(i) On November 17, 2014, Executive was granted 79,916 Restricted Stock Units (“RSUs”) under the Company’s 2011 Omnibus Incentive Plan, as amended (the “Plan”) pursuant to a Restricted Stock Unit Award Agreement (the “RSU Award”). As of claims required by Section 4.4 becomes effectivethe Resignation Date, none of the RSUs are vested and the RSUs shall be forfeited in their entirety;
(ii) In March of 2015, Executive was awarded an incentive stock option (the “Option”) under the Plan to purchase 36,497 shares of the Company’s common stock. As of the Resignation Date, all of the shares subject to the Option are unvested and the Option shall be forfeited in its entirety; and
(Ciii) unless Employee obtains comparable medical insurance coverage from In March of 2015, Executive was granted 22,074 Performance Stock Units (“PSUs”) under the Plan pursuant to a subsequent employerPerformance Stock Unit Award Agreement (the “PSU Award”). As of the Resignation Date, then, for twenty-four none of the PSUs are vested and the PSUs shall be forfeited in their entirety.
(24e) months following Notwithstanding the termination foregoing provisions of Employee’s employmentthis Section 2, the Corporation Company shall continue not be obligated to pay for Employee’s health insurance coverage as described in provide to Executive any Severance Pay, Severance Bonus Pay or Severance Benefits under this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: 2 unless (i) twenty-four (24) months following termination Executive signs and delivers the Release of employment, or Claims; (ii) Executive has not revoked the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission Release of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, Claims; (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, the rescission periods provided by law have expired; and (iv) no benefit provided Executive is in compliance with the terms of this Agreement as of the dates of the payments. The Parties agree that Executive, through his counsel, received this Agreement and Release of Claims on February 4, 2016, and any requested changes or modifications by Executive shall not extend the 21 day consideration period referenced in Section 5(b) of the Release of Claims.
(f) If Executive is in breach of the obligations under Sections 6(f) or 9 of the Severance Plan, then, in addition to other available remedies under applicable law, Executive shall cease to be eligible for the Severance Pay, Severance Bonus Pay and Severance Benefits under this Section 6.3(C2 and, upon the Company’s written request, must promptly repay to the Company any Severance Pay, Severance Bonus Pay and/or Severance Benefits previously received under this Section 2. Notwithstanding and without limiting the foregoing, Executive shall retain $5,000.00 of the Severance Pay previously paid to Executive as good and valuable consideration for Executive’s execution of the Release of Claims in favor of the Company as set forth in Exhibit A attached hereto.
(g) may Executive acknowledges and agrees that Executive is considered a “specified employee” within the meaning of Section 409A as of the Resignation Date. As a result, notwithstanding the foregoing, the payment of any amounts under this Section 2 that is considered deferred compensation subject to 409A and is to be cashed out or exchanged paid on account of Executive’s separation from service shall be deferred, as required by Section 409A(a)(2)(B)(i) of the Code, for other benefitssix (6) months after the Resignation Date or, if earlier, Executive’s death (the “409A Deferral Period”). To the fullest extent permissible under 409A, the Company shall make any payments to Executive under this Section 2 prior to expiration of the 409A Deferral Period. Any payments that otherwise would have been made during the 409A Deferral Period shall be paid in a lump sum on the date after the 409A Deferral Period expires, and the balance of any payments shall be made as described herein.
Appears in 1 contract
Severance Pay and Benefits. If EmployeeIn consideration of executing and not revoking this Agreement and General Release (“Agreement”) and in consideration of Executive’s employment with adherence to the Corporation terminates under circumstances as described in Section 6.2 abovepromises made herein, Employee shall be entitled to receive all of the followingEmployer agrees that:
(Aa) all accrued compensation through Employer will pay Executive severance in the termination date;
(B) a severance payment equal to Employee’s then current monthly form of salary for twenty-four (24) months plus continuation in an amount equal to two eighteen (218) times the value months of EmployeeExecutive’s Target Bonus for the year in which the termination occurs current annualized base salary (less any applicable taxes and withholdings$460,000), payable in a lump sum within accordance with the following schedule, in each case, less legally required taxes and withholdings: (i) an amount equal to sixty-one (61) weeks of Executive’s current annualized base salary payable in accordance with Employer’s normal payroll practices commencing on the first regular pay day following thirty (30) calendar days after the date Retirement Date and (ii) a lump sum payment in cash payable on which the release March 15, 2012 in an amount equal to seventeen (17) weeks of claims required by Section 4.4 becomes effective; andExecutive’s current annualized base salary.
(Cb) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four During the period of eighteen (2418) months following commencing on the termination Retirement Date (the “Severance Period”), Employer will pay the full cost of Employeecontinued coverage for Executive and his family members that are covered as of the Retirement Date under Employer’s employmentmedical, the Corporation dental, vision and other health plans, which continued coverage shall run concurrently with any rights Executive has to continue to pay for Employee’s health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as described amended (“COBRA”) or similar state law.
(c) Employer shall provide reasonable outplacement services to Executive for a period of eighteen (18) months commencing as of the Release Effective Date (as defined in this Section 6.3(C). Employee may elect 5) in an amount not to continue coverage exceed $20,000 in the aggregate.
(d) Executive shall become vested in one-third of the shares of restricted stock awarded to Executive under the Corporation’s group health insurance First Commonwealth Financial Corporation 2011-2013 Long-Term Incentive Plan (the “LTIP”) for the 2011-2013 performance cycle, effective at the completion of the applicable performance cycle if, and only if, all applicable performance criteria for such award is met in accordance with the terms of such plan and the award agreement related thereto. To the extent that such shares of restricted stock become issued in which he participated accordance with the immediately preceding sentence, Employer shall, on the effective date of the termination of employment shares are issued or as soon as practicable thereafter, remove the restrictions on such shares to the extent permitted by election of continuation coverage under COBRA, subject to and in accordance with the terms of the group health plan LTIP.
(e) If Executive should die during the Severance Period, any remaining payments due and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums owing under a fully-insured, individual health insurance policy that are in excess of the amount Employee Section 3(a) will be paid for coverage and any shares due and owing under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24Section 3(d) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoingwill be issued, in the event Employee prefers same manner and time as above, by Employer to initially obtain health insurance coverage under a fully-insured, individual health insurance policy Executive’s designated beneficiary that he names here: My designated beneficiary for such payments is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefits.Xxxxxxxx X.
Appears in 1 contract
Samples: Agreement and General Release (First Commonwealth Financial Corp /Pa/)
Severance Pay and Benefits. If Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the following:
(A) all accrued compensation through the termination dateAccrued Rights;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective;
(C) Employee’s Initial Time Restricted Stock will become vested and nonforfeitable; and
(CD) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C6.3(D). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he Employee participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C6.3(D) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C6.3(D) may be cashed out or exchanged for other benefits.
Appears in 1 contract
Samples: Employment Agreement (Pantry Inc)
Severance Pay and Benefits. If Employee’s employment (i) The Company shall pay the Executive severance pay in the form of continuation of his base salary for the nine (9) month period immediately following July 22, 2019 (the “Date of Termination”) (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Corporation terminates under circumstances as described in Section 6.2 aboveCompany’s payroll practice, Employee beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period.
(ii) If the Executive elects COBRA health continuation, the Company shall be entitled to receive all pay a monthly cash payment through the end of the following:
(A) all accrued compensation Severance Period, the end of the Executive’s COBRA health continuation period or his eligibility for group medical care coverage through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus subsequent employment, whichever occurs earliest, in an amount equal to two the monthly employer contribution that the Company would have made to provide health insurance to the Executive if he had remained employed by the Company (2) times the value of Employee’s Target Bonus for “Health Benefit;” together with the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employmentSeverance Pay, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C“Severance Benefits”). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation Company shall pay Employee’s premiums make such monthly cash payment directly to the COBRA administrator applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to the Executive, it may pay such amount directly to the Executive subject to applicable tax-related deductions and withholdings.
(iii) Any outstanding equity grants that are subject to vesting based only on the passage of time in service will continue to vest with respect to that number of shares which would have vested if the Executive had continued in employment with the Company in accordance with any such equity grant’s vesting schedule for the same health insurance coverage for period until the same group health insurance plan in which Employee participated on later of (A) nine (9) months from the effective date Date of the termination of employment. At Termination or (B) the end of the maximum COBRA continuation period, “Term” as defined in the Corporation shall reimburse Employee for that Consulting Agreement (as defined below) (the “Consulting Agreement Termination Date”). Any termination or forfeiture of the unvested portion of health insurance premiums under a fully-insured, individual health insurance policy such equity grant that are would otherwise occur on the Date of Termination in excess absence of this Agreement will be delayed until 35 days after the amount Employee paid for coverage under Date of Termination and will only occur if this Agreement has not become fully executed and effective. The Executive shall have 90 days from the Corporation’s group health plan immediately prior to termination later of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination the Date of employment, Termination or (ii) the date Employee obtains comparable group health insurance coverage Consulting Agreement Termination Date to exercise vested equity grants (but in no event later than the applicable expiration date).
(iv) The Company shall pay the Executive a bonus based upon the Company’s Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”), with a target bonus opportunity equal to 40% of the Executive’s final annual base salary rate times a fraction, the numerator of which is the number of days from a subsequent employerJanuary 1, 2019 to the Date of Termination and the denominator of which is 365. All such reimbursements required pursuant Such payment shall be made when bonus payments for 2019 under the Bonus Plan are issued to eligible employees but in no event later than March 15, 2020. ACTIVE/100310529.4 In addition, and subject to the remainder of this Section 6.3(C1, Section 6 (entitled “Non-Compete Provision”) of the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement between the Executive and the Company (the “Restrictive Covenants Agreement”) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to amended by replacing “one (1) year period” with “nine (9) month period” (the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefits“Restrictive Covenants Amendment”).
Appears in 1 contract
Samples: Separation Agreement (Proteostasis Therapeutics, Inc.)
Severance Pay and Benefits. If Employee’s 's employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the following:
(A) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s 's then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s 's Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s 's employment, the Corporation shall continue to pay for Employee’s 's health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s 's group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s 's premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s 's group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s 's group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s 's submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s 's termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefits.
Appears in 1 contract
Samples: Employment Agreement (Pantry Inc)
Severance Pay and Benefits. If EmployeeIf, during the Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with certain other severance benefits (collectively, the Corporation terminates under circumstances “Severance Pay”) as described in Section 6.2 above, Employee below. The Severance Pay shall be entitled to receive all of the followingas follows:
(Aa) all accrued compensation through The Cash Severance Amount shall be the termination date;
(B) a severance payment equal amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable Executive in a lump sum within thirty (30) calendar days by wire transfer on or as soon as reasonably practical after the date on which termination date; provided, however, that if at such time Executive is a “specified employee,” as defined in Section 409A of the release Internal Revenue Code of claims required by Section 4.4 becomes effective; and
1986, as amended (C“Code”) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following and the termination of Employee’s employmentapplicable Treasury Regulations thereunder, the Corporation Company shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through not make such payment until the earlier to occur of: of (i) twenty-four (24) months following the first day of the seventh month after Executive’s termination of employment, date or (ii) the date Employee obtains comparable of Executive’s death. In the event of any such delay in payment, such Cash Severance Amount shall bear interest at the LIBOR rate in effect on his termination date until paid.
(b) Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B of the Code (“COBRA”), the Company shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to exceed 18 months; provided, however, the Company shall take all actions necessary for Executive not to be taxed on either the continued coverage or any health benefits received under the health plan, which may include, if effective, paying Executive a monthly amount in cash, with a full tax gross-up, that enables Executive to pay the health premium required with after-tax dollars in order for such continued coverage or benefits to be non-taxable to him; provided, further however, if such reimbursement payments would be subject to tax under Section 409A of the Code, the Company shall provide Executive with either a full tax gross-up, paid when Executive remits such taxes, or reasonably equivalent health insurance coverage from a subsequent employer. All such reimbursements required pursuant that does not subject Executive to this Section 6.3(Ctax under Sections 105,106 or 409A of the Code.
(c) shall be paid as As soon as reasonably practicable practical on or following employee’s submission of proof of timely premium payments to his termination, the Corporation, subject to the following: Company shall pay Executive (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employmentany earned but unpaid base salary, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurredaccrued but unused vacation, and (iii) reimbursements in one calendar year all reasonable and unreimbursed business expenses incurred by him prior to his termination.
(d) The Company shall provide Executive with outplacement services of Executive’s choosing, not to exceed $20,000. Executive shall not affect those payable in any later calendar yearbe entitled to Severance Pay for a termination of employment that is due to his death or Disability, and (iv) no benefit provided under this Section 6.3(C) may be cashed out his voluntary termination without Good Reason, or exchanged his termination by the Company for other benefitsCause.
Appears in 1 contract
Samples: Employment Agreement (RigNet, Inc.)
Severance Pay and Benefits. If EmployeeExecutive’s employment with the Corporation terminates under circumstances as described in due to a CiC Qualified Termination, then subject to Executive’s continued compliance with the restrictive covenants of Section 6.2 above5 and the execution of the Release, Employee Executive shall be entitled to receive all of the following:
(A) all accrued compensation through the termination dateAccrued Rights;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value sum of Employee(x) Executive’s Base Salary then in effect plus (y) Executive’s Target Bonus for the year in which the termination occurs (less any applicable taxes and required withholdings), payable in a lump sum within thirty five (305) calendar days after the effective date on of the Release. For purposes of Section 409A, as applicable, the payment made pursuant to this Section shall be considered a separate payment. In the event that the total amount of the payment due Executive under Section 6.3(B) should exceed the maximum amount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), then the entire amount in excess of such maximum amount shall be paid to Executive no later than two and one-half (2½) months following the end of the calendar year in which the release Executive’s employment terminated or such other date as will not result in a violation of claims required by Section 4.4 becomes effective; and409A.
(C) unless Employee obtains until the earlier of the second anniversary of the date of the CiC Qualified Termination or the date Executive is or becomes eligible for comparable medical insurance coverage from a subsequent employerunder health, thenlife, for twenty-four and disability plans of another employer (24) months following such period the termination of Employee’s employment“CiC Coverage Period”), the Corporation shall continue to pay reimburse Executive for Employee’s certain premiums paid for comparable health insurance coverage as described in this Section 6.3(C6.3(D). Employee Executive may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to reimburse Executive for that portion of the COBRA administrator premiums that are in excess of the amount Executive paid for group health plan coverage immediately prior to termination of employment for the same health insurance coverage lesser of: (i) the maximum COBRA period for which Executive is eligible, or (ii) the same group health insurance plan in which Employee participated on the effective date of the termination of employmentCiC Coverage Period. At the end of the maximum COBRA continuation period, the Corporation shall further reimburse Employee Executive for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee Executive paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period CiC Coverage Period following expiration of the maximum COBRA continuation period. period Notwithstanding the foregoing, in the event Employee prefers to initially obtain Executive obtains health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee Executive for premiums that are in excess of the amount Employee Executive paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination end of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employerCiC Coverage Period. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employeeExecutive’s submission of proof of timely premium payments to the Corporation; provided, subject to the following: (i) however, that all such claims for reimbursement shall be submitted by Employee Executive and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end December 31 of the calendar year after following the calendar year in which the reimbursable such premium expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitswas incurred by Executive.
Appears in 1 contract
Samples: Employment Agreement (Pantry Inc)
Severance Pay and Benefits. If Employee’s employment with Executive shall cease to be employed by the Corporation terminates under circumstances as Company prior to the expiration of 15 months after the occurrence of a Change in Control, in lieu of the payments and benefits described in Section 6.2 above7, Employee Executive shall be entitled to receive all the following compensation and benefits:
(1) If Executive's employment with the Company shall be terminated (other than by reason of Executive's death and other than for disability) (x) by the Company for any reason other than for cause or (y) by Executive as a result of resignation for good reason, Executive shall be entitled to the following:
A. The Company shall pay Executive all Accrued Compensation and a Pro-Rata Bonus;
B. The Company shall pay Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one times the sum of (A) all accrued compensation through the termination date;
Base Amount and (B) a severance payment equal the Bonus Amount; and
C. In the event Executive elects to Employee’s then current monthly salary continue his coverages under Section 5(j) hereof pursuant to COBRA, the Company make the required payments for twenty-four such coverages on behalf of Executive and his dependents and beneficiaries under COBRA for 12 months following Executive's termination of employment (24) months plus an amount equal the "Continuation Period"). The Company's obligation hereunder with respect to two making payments for the foregoing benefits shall terminate upon Executive's ceasing to be eligible for continuation of such benefits from SubMicron under COBRA. Executive shall promptly notify the Company in the event Executive becomes covered by another benefit plan during the Continuation Period. This paragraph c shall not be interpreted so as to limit any benefits to which Executive, his dependents or beneficiaries may be otherwise entitled under any of the Company's employee benefit plans, programs or practices following termination of Executive's employment, including without limitation, retiree medical and life insurance benefits, if any.
(2) times If Executive's employment with the value Company shall be terminated (x) by reason of Employee’s Target Bonus Executive's death or (y) for disability or (z) by Executive by resignation other than for good reason, the year in which Company shall pay to Executive the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after Accrued Compensation plus the date on which the release of claims required by Section 4.4 becomes effective; andPro Rata Bonus.
(C3) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, If Executive's employment with the Company shall be terminated by the Company for twenty-four (24) months following the termination of Employee’s employmentcause, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation Company shall pay Employee’s premiums directly to Executive the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsAccrued Compensation.
Appears in 1 contract
Severance Pay and Benefits. If Employee’s employment Coinstar will pay Executive $500,000 (the "Severance Amount") following the Resignation Date in accordance with the Corporation terminates under circumstances terms set forth herein. Such payment shall be provided in equal monthly installments, less applicable deductions and tax withholding, at regular payroll intervals during the two-year period following the Resignation Date (the "Severance Period"). The Severance Amount payable at any given payroll interval during the Severance Period will be reduced by the gross amount of cash compensation (including severance payments, if any) Executive receives as described compensation for services provided to or in Section 6.2 aboveconnection with Xxxxx.xxx (provided that Xxxxx.xxx is a majority-owned subsidiary of Coinstar) during or with respect to that payroll period. During the Severance Period, Employee shall Executive will be entitled to receive all of the following:
(A) all accrued compensation through the termination date;
(B) a severance payment equal following with respect to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus health insurance benefits: for the year in which 18 month period following the termination occurs Resignation Date (less any applicable taxes and withholdingsthe "COBRA Period"), payable Executive elects, pursuant to COBRA and the related provisions in a lump sum within thirty the applicable Coinstar health insurance plans, to continue his current health insurance benefits for himself and his dependents (30"COBRA Coverage") calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue and Coinstar agrees to pay the monthly premium for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to such COBRA Coverage ("COBRA Premium") during the COBRA administrator for the same Period. Coinstar agrees to provide Executive reasonable assistance in obtaining alternative health insurance coverage for the same group health insurance plan in which Employee participated on the effective date final six months of the termination of employment. At Severance Period and agrees to reimburse Executive for the end of premiums relating to such alternative coverage during such remaining six month period in a monthly amount not to exceed the maximum last monthly COBRA continuation period, the Corporation shall reimburse Employee Premium paid by Coinstar for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation periodCoverage. Notwithstanding the foregoing, in if Executive obtains health insurance benefits under another employer's plan ("Alternative Health Plan Coverage"), Executive acknowledges that he shall thereafter no longer be entitled to COBRA Coverage under Coinstar's plan; provided, however, that for the remaining Severance Period Coinstar shall reimburse Executive for the premiums relating to his dependents' Alternative Health Plan Coverage for which he is personally responsible up to a maximum of the portion of the last monthly COBRA Premium paid by Coinstar for his dependent's COBRA Coverage. All other Coinstar benefits cease on the Resignation Date. In the event Employee prefers to initially obtain health insurance coverage under a fullyof any non-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess payment by Coinstar of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination Severance Amount in breach of employmentthis Agreement, or (ii) which breach is not cured by Coinstar within 15 days of the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) payment was due, Executive shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments entitled to an amount equal to twice the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end portion of the calendar year after the calendar year in Severance Amount which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitspaid when due.
Appears in 1 contract
Samples: Consulting Agreement (Coinstar Inc)
Severance Pay and Benefits. If Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all In consideration of the following:
execution and non-revocation of this Agreement, the Company shall pay Associate severance pay at his current base rate of pay including car allowance, beginning on the first regular pay period following the Termination Date and the expiration of this Agreement’s seven-day revocation period, and continuing for twelve (A12) all accrued compensation through months. (the termination date;
“Severance Period”). Associate’s health benefits previously elected under the Company’s Benefits Plus program, including AYCO Financial Counseling and an annual Executive Physical, but excluding short and long term disability benefits and life insurance benefits, shall continue during the Severance Period. Additionally, on the first regular pay-period following the expiration of this Agreement’s seven-day revocation period, Company shall pay Associate a one-time lump-sum payment of Forty-Eight Thousand Dollars (B$48,000) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdingswithholding in lieu of payment or reimbursement for any health insurance premiums to be paid by Associate after the expiration of the Severance Period. For informational purposes only, Associate is entitled to any amounts due for unused Earned Paid Time Off (“PTO”). If Associate had established direct deposit for his payment of wages, payable in a lump sum then the severance payments will be directly deposited into the same account and financial institution where Associate’s previous payment of wages had been directly deposited by Company, unless Associate provides otherwise below: Name of Institution: Account Number: [NOTE TO ASSOCIATE: only complete the above information if you wish to change the account to where you want your severance payments directly deposited from where you currently have your payment of wages directly deposited.] The Company shall pay to Associate, as additional consideration, the net amount of One Hundred Fifty-Four Thousand Seven Hundred Twenty-Two Dollars and 00/100s ($154,722.00). This payment shall be made within thirty (30) calendar days after following Associate’s execution of this Agreement and the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation revocation period. Notwithstanding , provided the foregoing, in Associate has not revoked this Agreement during the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsrevocation period.
Appears in 1 contract
Severance Pay and Benefits. If Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the following:
(A) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation a. THE COMPANY shall continue to pay EMPLOYEE his standard salary and benefits, less applicable deductions and tax withholdings through the Termination Date. Other than payments provided for Employeein this Agreement, EMPLOYEE acknowledges and agrees that THE COMPANY does not owe EMPLOYEE any other salary, bonus, accrued vacation time or any other wages or payments.
b. After the Termination Date, THE COMPANY agrees to continue EMPLOYEE’S gross salary bi-weekly for a period of sixteen (16) weeks’ less applicable deductions and tax withholdings (“the Severance Payment”). The Severance Payment will begin on the next regularly scheduled payday following the Termination Date or the Effective Date, whichever is later, provided that EMPLOYEE is not working full-time (at least four days a week) as an employee, consultant, or contractor for another comparable business, individual or himself (hereinafter referred to as “Full-time Work”) and provided that (i) EMPLOYEE has not breached this Agreement or the provisions of the Employee Agreement referenced in Section 8 and (ii) EMPLOYEE can demonstrate, upon THE COMPANY’S request, to the reasonable satisfaction of THE COMPANY that EMPLOYEE has made a reasonable effort to obtain Full-Time Work and has not obtained Full-Time work.
c. EMPLOYEE’s group health coverage with THE COMPANY ends on the last day of the month in which the Termination Date falls or as otherwise provided under THE COMPANY’s group health plan. Pursuant to federal COBRA law, EMPLOYEE and EMPLOYEE’s qualified beneficiaries (if any) may elect continuation coverage in accordance with election materials and other COBRA notices to be sent to EMPLOYEE by the Plan's designated administrator. Upon the Effective Date, THE COMPANY will pay the monthly premium for continuation (COBRA) coverage under THE COMPANY’s health insurance care plans for EMPLOYEE and EMPLOYEE's qualified beneficiaries through January 2006, if EMPLOYEE properly and timely elects such coverage as described provided for in THE COMPANY’s COBRA notice materials, except that such payments shall end earlier if: (i) EMPLOYEE becomes eligible to participate in the group health plan of a subsequent employer or if EMPLOYEE or (ii) EMPLOYEE breaches any provisions of this Section 6.3(C)Agreement. Employee Thereafter, EMPLOYEE and/or EMPLOYEE’s qualified beneficiaries may elect to continue coverage under THE COMPANY’s health care plans at their own expense for up to eighteen months beyond the Corporation’s group health insurance plan Termination Date or as otherwise required under federal COBRA laws and regulations. EMPLOYEE agrees to notify THE COMPANY as soon as possible if EMPLOYEE becomes eligible to participate in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the a group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At a subsequent employer before the end of 2005.
d. THE COMPANY will provide EMPLOYEE with a payment of five thousand dollars ($5,000) for outplacement services, payable on the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsEffective Date.
Appears in 1 contract
Samples: Separation Agreement (Sonosite Inc)
Severance Pay and Benefits. If Employee’s 's employment with the Corporation Bank terminates under the circumstances as described in Section 6.2 6(b) above, Employee shall be entitled to receive all of the followingfollowing in lieu of any payments and benefits pursuant to Section 5:
(Ai) all accrued compensation through the termination date, plus any bonus for which Employee otherwise would be eligible in the year of termination, prorated through the termination date, and payable in a lump sum no later than thirty (30) days following the date of termination of employment;
(Bii) a severance payment equal to Employee’s then current monthly salary for twentyone and one-four half (24) months plus an amount equal to two (21 1/2) times the value amount of (i) Employee’s Target Bonus for 's then-current base salary, plus (ii) Employee's most recent bonus (annualized if paid on less than an annual basis). The severance amount shall be paid in eighteen (18) equal monthly installments commencing one (1) month after the termination date and being paid on the last business day of each applicable month. For purposes of Section 409A, as applicable, each installment payment made hereunder shall be considered a separate payment. And, in the event that the total amount of payments due Employee under this Section 6 shall exceed the maximum amount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), then the entire amount in excess of such maximum amount shall be paid to Employee no later than two and one-half (2 1/2) months following the end of the calendar year in which the termination occurs (less any applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; andEmployee's employment terminated.
(Ciii) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four For eighteen (2418) months following the termination of Employee’s 's employment, the Corporation shall continue to pay for Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation Bank shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior he pays to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group continue health insurance coverage from a subsequent employerunder the Bank's health insurance plan pursuant to COBRA. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s Employee's submission to the Bank of proof of timely premium payments to the Corporationpayments; provided, subject to the following: (i) however, that all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven one (2721) months following Employee’s termination of Employee's employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefits.
Appears in 1 contract
Severance Pay and Benefits. If Pursuant to the mutual agreement of Dennxx X. Xxxxxxxxx ("Xmployee") and First Commercial Bank and First Commercial Bancorp, Inc. ("Employer"), Employee’s , for himself, Employee's heirs, executors, administrators, successors and assigns (hereinafter referred to as the "Releasors"), hereby accepts the following offer of Employer to provide the mutually agreed upon severance pay and benefits set forth herein in connection with cessation of Employee's employment with Employer and termination of Employee's employment agreement dated November 22, 1994 (the Corporation terminates under circumstances "1994 Employment Agreement"), effective October 31, 1995:
(a) Employer and Employee hereby agree that Employee shall cease his employment with Employer effective October 31, 1995 (the "Cessation Date"), at which time Employee's 1994 Employment Agreement shall terminate and all salary and benefits payable to Employee shall cease except as described in Section 6.2 aboveotherwise provided herein.
(b) On the Cessation Date, Employee shall be entitled to receive all of the following:paid for his accrued and unused vacation time.
(Ac) all accrued compensation through Employer shall provide Employee with continuation of his current monthly salary, which shall be paid less applicable payroll withholding amounts in twice monthly installments, for the termination date;period beginning on Employee's Cessation Date and ending on December 31, 1995.
(Bd) a severance payment equal During the period beginning on Employee's Cessation Date and ending on June 30, 1996 or until Employee is employed elsewhere, whichever occurs first, Employer shall pay Employee's monthly premiums for continuation coverage under Employer's medical plan pursuant to Employee’s then current monthly salary for twenty-four (24) months plus COBRA, less an amount equal to two the amount currently paid by Employee monthly for coverage under Employer's medical plan, so that Employee will pay the same for coverage under Employer's medical plan during said period as he currently pays.
(2e) times Employer shall assign and shall tender to Employee upon the value expiration of Employee’s Target Bonus seven (7) days from the Cessation Date all of Employer's right, title and interest in the term life insurance policy provided to Employee by Employer. Employer shall pay the premiums on such policy through December 31, 1996. Employee shall thereafter assume payment of the premiums on such policy, and Employer shall not be responsible for any premiums on said policy after payment of the year in which the termination occurs 1996 premium.
(less any applicable taxes and withholdings)f) Employer shall pay to employee on January 1, payable in 1996 a lump sum within thirty (30) calendar days after payment of $80,000, less applicable payroll withholding amounts. This payment shall be allocated as follows: $48,000 of the date on which payment is intended by the release of claims required by Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment, the Corporation shall continue to pay parties as compensation for Employee’s health insurance coverage 's potential claims for personal injury, and $32,000 is severance pay. Employer will not issue a 1099 or W-2 as described in to the $48,000. Employee recognizes that he may be liable to one or more governmental taxing authorities for tax payments on the $48,000 paid pursuant to this Section 6.3(CSeverance Agreement and General Release ("Agreement"). Employee agrees that he will pay any and all taxes which may elect to continue coverage under the Corporation’s group health insurance plan in which he participated be imposed upon Employee by any and all governmental taxing authorities or other entities on the effective date account of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee $48,000 paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) Agreement, and that Employer is not liable for such taxes. Employee shall indemnify and hold Employer harmless from and for any and all liability for taxes and other payments which may be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporationimposed upon Employee by governmental taxing authorities, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee including interest, penalties, costs, and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employmentattorneys' fees, (ii) any claims for reimbursements shall be paid no later than the end on account of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under $48,000 paid pursuant to this Section 6.3(C) may be cashed out or exchanged for other benefitsAgreement.
Appears in 1 contract
Severance Pay and Benefits. If Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the followingCompany:
(A) all accrued compensation through 2.1 Company shall pay Employee the termination date;
(B) a severance payment equal to Employee’s then current monthly salary for twenty-four (24gross amount of [$AMOUNT], which represents [APPLICABLE TIME PERIOD] ( ) months plus an amount equal to two (2the “Severance Period”) times the value of Employee’s Target Bonus current Base Salary under the Employment Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the year Severance Pay”). Unless terminated earlier pursuant to the Employment Agreement, the Severance Pay shall be paid in which pro rata amounts over the Severance Period in accordance with the Company’s payroll practices. The first installment of the Severance Pay shall be made as soon as administratively possible following the Effective Date.
2.2 Company shall pay Employee the following: eighteen (18) months of the Company’s portion of post-employment company sponsored health insurance premiums under COBRA ((at the same levels and costs in effect on the date of termination occurs (less any excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp (subject to applicable taxes and withholdings), payable in a lump sum within thirty (30) calendar days after the date on which the release of claims required by Section 4.4 becomes effective; and.
(Ca) unless The Company will make the first monthly Severance Benefits payment to Employee obtains comparable medical insurance coverage from a subsequent employeras soon as administratively possible following (i) the Effective Date, then, for twenty-four and (24ii) months following receipt by Company of notification that Employee has made the termination necessary election of benefits continuation under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee’s employment, the Corporation shall Company will continue to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator.
(b) Employee will be responsible for paying the full amount of the premium, plus applicable administrative fees, to the carrier or COBRA administrator.
2.3 The entire amount of the payments set forth in Section 2 and its subsections paid by the Company to Employee is considered taxable income and will be reported on a Form W-2 issued to Employee for the applicable year.
2.4 In the event the Company, after reasonable investigation, determines that Employee has breached Employee’s health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage obligations under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, Agreement; (ii) any claims for reimbursements shall be paid no later than Confidentiality, Non-Solicitation and/or Non-Competition Agreement to which Employee and the end of the calendar year after the calendar year in which the reimbursable expense is incurred, Company are parties; (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and the Restrictive Covenants; (iv) no benefit provided the confidentiality or non-dispargement obligations contained in the Employment Agreement; or (v) the Eighth Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented or otherwise modified from time to time, the (“LP Agreement”), if applicable, Employee’s eligibility for the Severance Pay and Severance Benefits shall cease immediately. Moreover, from the date of the breach, the Company shall be entitled to recover payments in excess of one thousand dollars ($1,000.00) made to the Employee for Severance Pay under this Section 6.3(C) may be cashed out Agreement.
2.5 Employee acknowledges that the Severance Pay and Severance Benefits exceeds any earned wages or exchanged for other benefitsanything else of value otherwise owed to Employee by the Company.
Appears in 1 contract
Severance Pay and Benefits. If Employee’s 's employment with the Corporation Bank terminates under the circumstances as described in Section 6.2 5(b) above, Employee shall be entitled to receive all of the following:
(Ai) all accrued compensation through the termination date;
(B) a severance payment equal to Employee’s then current monthly salary , plus any bonus for twenty-four (24) months plus an amount equal to two (2) times the value of Employee’s Target Bonus for which Employee otherwise would be eligible in the year in which of termination, prorated through the termination occurs (less any applicable taxes and withholdings)date, payable in a lump sum within thirty (30) calendar days after of the date on which the release of claims required by Section 4.4 becomes effective; andtermination of employment.
(Cii) unless Employee obtains comparable medical insurance coverage from a subsequent employerseverance payment equal to two (2) times the amount of Employee's most recent annual compensation, then, for including the amount of her most recent bonus. The severance payment shall be paid in a lump sum within thirty (30) days of the date of termination of employment.
(iii) during the twenty-four (24) months month period following the termination of Employee’s employment, or if sooner, until comparable coverage is available to Employee in connection with subsequent employment, the Corporation shall continue to pay Bank will reimburse Employee for Employee’s the additional costs she incurs in obtaining health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverage under the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject benefits equivalent to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan benefit plans in which Employee participated on prior to termination as follows:
(a) the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation Bank shall reimburse Employee for that portion the additional costs of continuing group health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage benefits under the Corporation’s group health plan Consolidated Omnibus Budget Reconciliation Act ("COBRA") for a period of up to eighteen (18) months from the date of termination; and (b) for the period immediately prior following the end of such eighteen (18) month period and continuing to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, end of the twenty-four (24) month health insurance continuation period following expiration period, Employee shall also be entitled to be reimbursed for the additional reasonable costs of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain obtaining comparable health insurance coverage under a fully-insured, individual health through an insurance policy that is less expensive than or policies she purchases on her own. Employee shall bear full responsibility for applying for COBRA coverage, the Corporation coverage and for obtaining coverage under any other insurance policy subject to reimbursement under this Section and nothing herein shall reimburse Employee for premiums that are in excess constitute a guarantee of the amount Employee paid COBRA continuation coverage or benefits or a guarantee of eligibility for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employercoverage. All such reimbursements required pursuant to by this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s Employee's submission of proof of timely premium payments to the CorporationBank; provided, subject to the following: (i) however, that all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than made on or before the end last day of the calendar taxable year after following the calendar taxable year in which the reimbursable expense is expenses were incurred, (iii) reimbursements . Under no circumstances will Employee be entitled to a cash payment or other benefit in one lieu of reimbursement for the actual costs of premiums for health coverage hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not affect those payable be affected by the amount of expenses eligible for reimbursement in any later other calendar year, year and Employee's right to reimbursement shall not be subject to liquidation or exchange for any other benefit. Employee shall provide the Bank with notice of subsequent employment and comparable coverage within thirty (iv30) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsdays of commencement of such comparable coverage.
Appears in 1 contract
Samples: Executive Employment Agreement (Four Oaks Fincorp Inc)
Severance Pay and Benefits. If Employeethe Executive’s employment with is terminated in circumstances entitling him to severance benefits as provided in Sections 3 and 4, the Corporation terminates under circumstances as described in Section 6.2 above, Employee Executive shall be entitled to receive all each of the following:
(Aa) all accrued compensation A lump sum cash amount paid within the later of 30 days following (i) the Termination Date or (ii) a Change in Control and equal to the sum of (i) the Base Salary earned and unpaid through the termination dateTermination Date, (ii) any amounts earned and unpaid under the Company’s accrued vacation program, (iii) any unreimbursed expenses incurred and unpaid through the Termination Date, and (iv) any Pro-Rata Bonus earned and unpaid through the Termination Date;
(Bb) A lump sum cash amount paid within 30 days following the Termination Date equal to [three for Mr. Sales] [two for Messrs. Xxxxxxxx and Xxxxxx] times the sum of (i) the Base Salary and (ii) the Annual Bonus;
(c) All amounts that are vested or accrued prior to the Termination Date under all incentive compensation, employee benefit plans or other agreements of the Company will be paid in accordance with the provisions of such plans;
(d) Whether or not the Executive is eligible for COBRA benefits and whether or not the Executive elects COBRA coverage, if then available, the Employer shall pay the Executive a severance lump sum cash payment equal to Employee’s then current monthly salary [$50,400 for twenty-four Mr. Sales] [$33,600 for Messrs. Xxxxxxxx and Beaver], representing an approximate cost of health insurance coverage, within 30 days following the Termination Date;
(24e) months plus an amount All life insurance benefits will cease on the Termination Date under any applicable group life plan. However, in order to allow the Executive to purchase life insurance benefits, the Employer shall pay the Executive a lump sum cash payment equal to two [$15,000 for Mr. Sales] [$10,000 for Messrs. Xxxxxxxx and Xxxxxx] within 30 days following the Termination Date; and
(2f) times Outplacement assistance services which are at a level appropriate for senior management of a public company; provided, however, that the value total cost to the Company shall not exceed twelve thousand dollars ($12,000.00). Outplacement benefits shall be provided in kind; cash shall not be paid in lieu thereof, nor will the cash severance benefits under this Section 5 be increased if the Executive declines or does not use the outplacement benefits. The provision of Employee’s Target Bonus for outplacement assistance services shall cease after December 31st of the second year following December 31st of the year in which the termination occurs Executive’s employment terminates. If the Executive receives any severance payments or benefits under this Agreement, he or she shall not be entitled to receive any other severance payments or benefits under any other employment, severance, termination, salary continuation or other similar agreement that he or she may have entered into with the Company or any of its Affiliates (less including any applicable taxes and withholdingsof the agreements identified in Annex A hereto), payable in a lump sum within thirty (30) calendar days after or any other severance plan, practice or policy of the date on which Company or any of its Affiliates that might apply to the release of claims required by Executive. Notwithstanding any payment dates provided under this Section 4.4 becomes effective; and
(C) unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) months following the termination of Employee’s employment5, the Corporation shall continue to pay for Employee’s health insurance coverage as payment or provision of any amounts and benefits described in this Section 6.3(C). Employee may elect 5 shall be delayed as necessary or appropriate to continue coverage under comply with Section 409A to the Corporationextent required by Section 409A(a)(2)(B)(i) of the Code and its related Treasury regulations (relating to payments made to certain “key employees” of certain publicly-traded companies) and in such event, any such amounts to which the Executive would otherwise be entitled during the six (6) month period immediately following the Executive’s group health insurance plan in which he participated separation from service will be paid or provided (or commence to be paid or provided) on the effective date first business day following the expiration of such six (6) month period with interest on any such delayed payments determined using the 30-year Treasury Bond rate as published in the Midwest Edition of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicable law. The Corporation shall pay Employee’s premiums directly to the COBRA administrator for the same health insurance coverage for the same group health insurance plan in which Employee participated on the effective date of the termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall reimburse Employee for that portion of health insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Such individual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period. Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employee for premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months following termination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonably practicable following employee’s submission of proof of timely premium payments to the Corporation, subject to the following: (i) all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than twenty-seven (27) months following Employee’s termination of employment, (ii) any claims for reimbursements shall be paid no later than the end of the calendar year after the calendar year in which the reimbursable expense is incurred, (iii) reimbursements in one calendar year shall not affect those payable in any later calendar year, and (iv) no benefit provided under this Section 6.3(C) may be cashed out or exchanged for other benefitsWall Street Journal.
Appears in 1 contract
