Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.
Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates the Executive’s employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2028, then subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(f), 5(g) or 5(h) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately p...
Severance Payment and Benefits. If Termination Occurs Following Change in Control for Disability, Without Cause, With Good Reason or Without Good Reason within 12 Months of the Change. If, (I) within 24 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 24-month period shall run from the date of occurrence of each such event), your employment with the Company is terminated (i) by the Company for Disability, (ii) by the Company without Cause, or (iii) by you with Good Reason (as defined in section 6), or (II) within 12 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 12-month period shall run from the date of occurrence of each such event) you terminate your employment either with or without Good Reason, you shall be entitled to a severance payment and other benefits as follows:
Severance Payment and Benefits. In the event that Executive’s employment is terminated less than two (2) years after a Change in Control by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to the same rights, payments and benefits as provided in paragraph (c) of Section 6, except that the amount of the lump sum severance payment shall be equal to one (1) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the definition of Good Reason). For purposes of this Section, Good Reason shall also include the Company’s failure without Executive’s written consent to continue in effect any incentive or bonus plan, or Benefit Plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent compensation and benefits in the aggregate (and, with respect to life insurance, major medical and other employee welfare benefit plans, at a substantially equivalent cost).
Severance Payment and Benefits. In the event that Executive’s employment is terminated less than two (2) years after a Change in Control by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to the same rights, payments and benefits as provided in paragraph (c) of Section 6. For purposes of this Section, Good Reason shall also include the Company’s failure without Executive’s written consent to continue in effect any incentive or bonus plan, or Benefit Plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent compensation and benefits in the aggregate (and, with respect to life insurance, major medical and other employee welfare benefit plans, at a substantially equivalent cost).
Severance Payment and Benefits. Provided that Employee (a) executes this Agreement and returns a copy of this Agreement signed by Employee to the Company care of Xxxxxx Xxxx, Senior Vice President and Chief Human Resources Officer, at Xxxxxx.Xxxx@xx.xxx so that it is received by Mr. Gold no later than June 13, 2024; (b) does not exercise Employee's revocation right as set forth in Section 6(d) below; and (c) abides by each of Employee's commitments set forth herein, then:
(a) The Company shall pay to Employee a total amount equal to $2,362,500, less applicable taxes and withholdings (the "Severance Payment"), which amount represents 1.5 times Employee's annual base salary (without giving effect to the monthly stipend Employee has received for service as the Company's Interim Chief Executive Officer) plus 1.5 times Employee's target annual bonus. The Severance Payment shall be paid in a lump sum on the Company's first payroll date that comes after the date that the Release Revocation Period (as defined below) has expired without Employee having exercised his revocation right.
(b) The Company will provide Employee with a pro-rata annual bonus, if any, for 2024 (the "Pro-Rata Bonus"), which Pro-Rata Bonus, if any, shall take into consideration the period of time in 2024 in which Employee was employed by the Company and actual Company results, and be determined at the discretion of the Company's Board of Directors. The Pro-Rata Bonus, if any, will be paid to Employee when annual bonuses for then-active employees of the Company are paid, but no later than March 15, 2025.
(c) On the date that the Severance Payment is paid, the Company will provide Employee with an additional payment of $600,000, less applicable taxes and withholdings (the "Retention Payment"), which payment represents the one-time cash payment payable five months after the effective date of the Retention Arrangement (as defined below) or potentially earlier following certain separations from employment.
(d) For that portion of the 18-month period following the Separation Date (the "COBRA Period") that Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), to continue coverage under the Company's group health plans pursuant to COBRA for Employee and Employee's eligible dependents, then the Company will cause Employee to be charged active employee rates for the premiums to effect and continue such coverage (the "COBRA Benefit"). Employee sh...
Severance Payment and Benefits. If Termination Occurs Following Change in Control for Disability, Without Cause, or With Good Reason. If, within 24 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 24-month period shall run from the date of occurrence of each such event), your employment with the Company is terminated (i) by the Company for Disability, (ii) by the Company without Cause, or (iii) by you with Good Reason (as defined in section 6), you shall be entitled to a severance payment and other benefits as follows:
Severance Payment and Benefits. Subject to subsection 1(g), if during the Term (as defined below) the Executive ceases to be employed by each and all of the Parent Corporation, the Corporation and their respective affiliates by reason of termination for any reason other than Just Cause (as defined in Section 3), Total Disability (as defined in Section 3) or death (a “Qualifying Termination”), then the Executive shall be entitled to receive severance payments from the Corporation as set forth in subsection 1(b) (collectively, the “Severance Payment”) and the other benefits as set forth in subsections 1(c) and 1(e). Subsections 1(d) and 1(f) shall apply with respect to any termination of Executive’s employment during the Term, including a Qualifying Termination.
Severance Payment and Benefits. In consideration for and provided that Executive (i) timely executes and returns this Agreement, signed by him, in the manner described in Section 25 of this Agreement; (ii) does not exercise his revocation right, discussed in Section 9 of this Agreement; and (iii) abides by his commitments set forth in this Agreement, including but not limited to his continuing obligations under Sections 9, 10, 11, and 13 of the Employment Agreement, then Executive shall receive the following payments and benefits, less any payroll deductions required by law, which shall be in lieu of any other payments or benefits to which he otherwise might be entitled:
(a) Severance payments to Executive in a total amount equal to the sum of: (x) twelve (12) months’ worth of Executive’s Base Salary for the year of the Separation Date (equal to $1,261,750), and (y) Executive’s Target Bonus for the Bonus Year in which termination occurs (equal to $2,523,500 for the year of 2023), which is to be paid in a single lump sum payment that is placed in escrow upon the Company’s emergence from bankruptcy and to be paid on the Effective Date of this Agreement (as defined in Section 25 below), less any applicable withholdings and deductions; and
(b) If Executive elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company Group shall reimburse Executive for such coverage as specified in Section 7(f)(i) of the Employment Agreement (collectively, Sections 3(a) and (b) herein, the “Severance Payment and Benefits”).
Severance Payment and Benefits. If Executive’s employment is terminated as a result of a Qualifying Termination, as defined in Section 3(b), and if Executive delivers a fully executed release and waiver of all claims against the Company in a form reasonably acceptable to the Company, then, upon expiration of any applicable revocation period contained in the release and waiver, the Company shall pay or provide Executive the following severance payment and benefits:
(a) Executive shall receive the Severance Payment, as defined below, which shall be payable in equal monthly installments beginning on the first day of the first full month and continuing on the first day of each month thereafter during the Severance Period. The Severance Payment is in lieu of any severance payment benefits which otherwise may at that time be available under the Company’s applicable policies, other than the Change in Control Agreement. In the event that Executive shall be entitled to receive severance compensation under the Change in Control Agreement, such severance compensation shall be in lieu of and not in addition to the benefits provided in this Section 5(a).