Severance Protection. If a Transaction occurs before December 31, 2005, and if, before the second anniversary of the Closing Date, the Company or any successor entity (the “Employer”) terminates Executive’s employment without Cause or such employment is terminated by the Executive following the Closing Date for “Good Reason” (as defined below), then, within ten days following such termination of employment, the Executive will be entitled to receive from the Employer (a) a single sum cash payment equal to the sum of (1) Executive’s annual incentive target for the year in which such termination occurs (or, if higher, for the year in which the Transaction occurs), pro-rated to reflect the portion of the year that has elapsed as of the date of Executive’s termination of employment, and (2) an amount equal to one times Executive’s annual salary plus annual incentive target (based on the higher of Executive’s present or then current annual incentive target and salary), and (b) continuing participation in the Employer’s group health plan on the same basis as active employees for a period of at least one year following the termination of Executive’s employment or, if earlier, until the Executive becomes eligible for comparable coverage under another employer’s plan (or an additional cash payment equal to the Employer’s cost of such continuing coverage if such continuing coverage is not permitted under the provisions of the applicable plan). The Executive’s right to receive severance payments and benefits under this numbered paragraph 2 shall not affect the Executive’s right to receive a retention bonus under numbered paragraph 1, and vice versa.
Severance Protection. (a) If a Transaction occurs and if, before the second anniversary of the date on which the Transaction is consummated, the Company or any successor entity (the “Employer”) terminates Employee’s employment without “Cause” or such employment is terminated by the Employee for “Good Reason” (as both such terms are defined below), then, within ten days following such termination of employment (a “Severance Termination”), the Employee will be entitled to receive from the Employer an amount equal to the difference between: (a) 12 months (the “Severance Period”) of the Employee’s then current salary, and (b) any severance Employee has become entitled to receive as a result of such Transaction or the termination of the Employee’s employment pursuant to that certain letter agreement, dated December 28, 2005, by and between the Company and Employee (the “Letter Agreement”), in equal biweekly installments during the 24 month period subsequent to such termination, payable in accordance with the Employer’s normal payroll practices. If after 24 months of such transaction the Employee is terminated without cause or due to a change of control, the Employee will be entitled to 6 months of salary in accordance with the Letter Agreement.
(b) In the event of a Severance Termination, the Company agrees to reimburse Employee for the Consolidated Omnibus Reconciliation Act (“COBRA”) continuation premium to continue the Employee’s current health/dental insurance coverage through the earlier of: (i) the end of the maximum period subsequent to such termination provided for under COBRA, (ii) the end of the Severance Period, (iii) such date that the Employee becomes eligible for enrollment for other health/dental care coverage, as the case may be, under another group health/dental plan prior to the end of this period. To be eligible for such reimbursement of COBRA continuation premium payments by the Company, the Employee must elect COBRA continuation coverage when contacted by the Company or the Company’s provider of COBRA services. If COBRA continuation coverage is elected by Employee, he or she must pay the monthly premiums and provide Company with evidence of payment for reimbursement. After the end of the Severance Period, if the Employee is still eligible under COBRA and wishes to maintain COBRA continuation coverage beyond such date, the Employee will be responsible for all COBRA continuation premium payments after such date.
(c) In the event of a Severance Termination, the Com...
Severance Protection. Subject to your compliance with all the terms of this Agreement (including, without limitation, the provisions of Sections 3, 4, 7 and 8 hereof), if a Qualifying Termination (as defined below) of your employment occurs, then you will be entitled to receive the payments and benefits as set forth on Exhibit A attached hereto (such payments and benefits collectively referred to as the “Severance Benefit”). Payment of the Severance Benefit is in lieu of any other severance or separation pay payable to you whether under any employment agreement, offer letter or severance program, plan or policy, applicable law (including law of the Republic of Korea) or other statute, or otherwise. Except as set forth in the preceding sentence, nothing in this Agreement shall prevent or limit your vested benefits in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company. For the avoidance of doubt, nothing in this Agreement shall limit or otherwise affect the rights you may have under any statutory pension under Korean law that has accrued to your account as of the effective date of your separation from the Company.
Severance Protection. Subject to Section 6 below, you will be entitled to the following severance benefits under this Section 5 if the Company terminates your employment without Cause or you resign for Good Reason at any time:
(a) Salary continuation in an amount equal to the sum of (i) 100% of your then current Base Salary for twelve months and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code (“Section 409A”).
(b) Subject to your continued co-payment of premiums, continued participation for twelve months in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of the Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by the Company for such similar or improved benefit under such plan under this Section 5(b) will immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Severance Protection. From and after the Closing Date, Transferred U.S. Employees shall be entitled to the benefit of such severance plan or policy, if any, as Purchaser or its Affiliates may have in effect from time to time; provided that service with Chemtura, Purchaser, and their respective Affiliates shall be taken into account in computing the amount of such benefit; provided, further, that if Purchaser or any of its Affiliates terminates the employment of any Transferred U.S. Employee on or before the first anniversary of the Closing Date (including as a result of refusal of any Transferred U.S. Employee to accept a work relocation that is greater than fifty miles from his work location as of the Closing Date), Purchaser or its Affiliate shall provide a severance benefit consisting of salary continuation and continued insurance coverage that shall be no less than the severance benefit the Transferred U.S. Employee would have received under the terms of an Employee Transferor’s severance plan(s), as applicable, in effect on the Closing Date, calculated as though the Transferred U.S. Employee worked continuously (by combining such Transferred U.S. Employee’s service for Chemtura and its Affiliates on the one hand, and Purchaser and its Affiliates on the other hand) until his termination date with Purchaser or its Affiliate.
Severance Protection. Effective as of the date of this Agreement and provided that the Executive satisfies the conditions described in this Agreement, the Company agrees that should Executive’s employment subsequently be terminated or ended due to termination by the Company “Without Cause” (as defined in Section 4 below) or resignation by the Executive for “Good Reason” (as defined in Section 5 below), the Company shall pay Executive severance pay equal to years of Executive’s then-current annual base salary (such time period shall be referred to herein as the “Salary Continuation Period”), payable on a bi-weekly basis. In such event, the Company shall also pay Executive an amount equal to 100% of Executive’s then-current annual target incentive bonus (“Target Bonus”) for each year (or portion thereof) of the Salary Continuation Period. For example, if the Executive’s Target Bonus for the year in which the date of his termination of employment with the Company (“Date of Termination”) occurred is determined to be equal to $100,000 and the Salary Continuation Period is three (3) years in length, the Company shall pay Executive a total Target Bonus payment of $300,000. The Target Bonus payment shall be payable by the Company on a bi-weekly basis during the Salary Continuation Period. Notwithstanding the foregoing, effective two (2) years after the date of this Agreement, the Salary Continuation Period shall be reduced to , and the amount of severance and benefits payable pursuant to this Agreement shall be adjusted accordingly.
Severance Protection. If Purchaser or any of its Affiliates terminates the employment of any Transferred US Employee on or before the first anniversary of the Closing Date (including, but not limited to, the termination of any Transferred US Employee because he refuses to accept a work relocation that is greater than fifty (50) miles from his work location as of the Closing Date), Purchaser or its Affiliate shall provide a severance benefit consisting of notice pay, salary continuation and continued insurance coverage that shall be no less than the severance benefit the Transferred US Employee would have received under the terms of a Seller’s, or a Transferred Entity’s severance plan(s), as applicable, in effect on the Closing Date, calculated as though the Transferred US Employee worked continuously (by combining such Transferred US Employee’s service for Sellers and the Transferred Entities and their Affiliates on the one hand, and Purchaser and its Affiliates on the other hand) until his termination date with Purchaser or its Affiliate. Following the twelve month period after the Closing Date, Transferred US Employees shall be entitled to the benefit of such severance plan, policy or practice generally applicable to similarly situated employees of the Purchaser or its Affiliates in effect as of a Transferred Employees date of employment termination; provided that service with Sellers, the Transferred Entities, Purchaser, and their respective Affiliates shall be taken into account in computing the amount of such benefit.
Severance Protection. Subject to Compensation Committee approval, you will be eligible for severance as follows:
Severance Protection. You shall be entitled to the following severance benefits under this Section 4 if Voyager Learning Company terminates your employment without Cause or you resign for Good Reason:
(a) A single lump sum payment in an amount equal to the sum of (i) 150% of your then current Base Salary and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code.
(b) Subject to your continued co-payment of premiums, continued participation for two years in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of Voyager Learning Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by Voyager Learning Company for such similar or improved benefit under such plan under this Section 4(b) shall immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent that such post-employment coverage cannot be provided under any such plan, Voyager Learning Company, at its election, will either (i) arrange to make available to you coverage through an insured arrangement that provides benefits substantially similar and on the same terms and conditions to those provided under such plan, or (ii) pay such benefits as described in (i) above directly. The obligations of Voyager Learning Company to provide any alternative coverage described in the preceding sentence are expressly conditional on you taking all reasonable actions and providing all reasonable information, as Voyager Learning Company shall request, as is necessary for it to fulfill such obligations. Voyager Learning Company will provide coverage under this Section 4(b) in such manner that the coverage and benefits are not taxable to you or shall pay you an additional amount to cover the payment of all federal, state, local and other taxes with respect to such coverage and benefits as well as the tax reimbursement provided by this sentence such that the coverages and benefits under this Section 4(b) as well as the tax reimbursement under this Section 4(b) does not resul...
Severance Protection. Subject to your compliance with all the terms of this Agreement (including, without limitation, the provisions of Sections 3, 4, 7 and 8 hereof), if a Qualifying Termination (as defined below) of your employment occurs, then you will be entitled to receive the payments and benefits as set forth on Exhibit A attached hereto (such payments and benefits collectively referred to as the “Severance Benefit”). Payment of the Severance Benefit is in lieu of any other severance or separation pay payable to you whether under any employment agreement, oral promise, offer letter or severance program, plan or policy, applicable law (including law of the Republic of Korea) or other statute, or otherwise (including, without limitation, any oral promise to retain you as a consultant for any period following your termination of employment and provide payments or benefits in connection therewith). Except as set forth in the preceding sentence, nothing in this Agreement shall prevent or limit your vested benefits in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company. For the avoidance of doubt, nothing in this Agreement shall limit or otherwise affect the rights you may have under any statutory pension under Korean law that has accrued to your account as of the effective date of your separation from the Company.
