Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 4 contracts
Sources: Severance and Change of Control Agreement (Regency Centers Corp), Severance and Change of Control Agreement (Regency Centers Corp), Severance and Change of Control Agreement (Regency Centers Corp)
Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c) and (d).
(b) If during the Term of this Agreement there is a CC Termination, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) twelve months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic) if approved by the Compensation Committee of the Board, and (d).
(c) Any severance payment payable to Employee pursuant to this Section 7 (a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.
(d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service.
service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.
Appears in 4 contracts
Sources: Employment Agreement (Alpha Modus Holdings, Inc.), Employment Agreement (Alpha Modus Holdings, Inc.), Employment Agreement (Insight Acquisition Corp. /DE)
Severance. Except Other than in circumstances in which the Employee would case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to payments and benefits in connection with receive from Company (i) a Change of Control as provided in Section 4 below, in cash severance payment equal to three times the event that during the term of this Agreement the Employee has a Separation from Service as a result amount of the Company terminating Executive’s then applicable Salary, if the Employee’s employment without Cause termination occurs on or before the Employee terminating third anniversary of the Employee’s employment for Good Reason:
Effective Date, (aii) The Company shall pay a cash severance payment equal to the Employee unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of (i) eighteen (18) months all of the Employeecosts incurred by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s base monthly salary termination, except that the Enforcement Payment shall be due and payable in effect on the same manner to Executive within ten (10) days of the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated found to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under have violated this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageAgreement.
Appears in 4 contracts
Sources: Employment Agreement (Ocean Thermal Energy Corp), Employment Agreement (Ocean Thermal Energy Corp), Employment Agreement (Ocean Thermal Energy Corp)
Severance. Except in circumstances in which Subject to the Employee would be entitled Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during Executive other than: (i) the term of this Agreement the Employee has a Separation from Service as a result payment of the Company terminating Executive's earned and unpaid compensation through the Employee’s employment without Cause or effective date of such termination; (ii) the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay payment of any deferred bonus, subject to the Employee provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (i) eighteen (18) months of the Employee’s base monthly salary as in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) termination), 50% of which shall be entitled paid to continue the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to participate the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the major medical event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and dental (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit plans sponsored set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and maintained (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company from time to time for its employees on in connection with any Section 83(b) election made by the same basis and at the same cost Executive with respect to the Employee as active employees New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Company Closing, in lieu of the benefit set forth in clause (iii) and their dependents for a maximum period equal to the number of months for which benefits set forth in clause (A) in the immediately preceding proviso, the Company is obligated to shall pay the Employee’s base salary pursuant to Section 3(aExecutive over a 24-month period in equal monthly installments the product of (x) above. Should two and (y) the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination sum of the Employee’s employment, shall be considered Executive's annual Base Salary plus the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate Executive's Maximum Bonus Amount (as in such programs shall terminate effect as of the date of termination). In the event that the Employee Executive is first eligible to participate in a major medical benefit program maintained receive the severance benefits provided for by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b4.4(a), the Employee agrees Executive shall not be eligible to promptly notify the receive severance benefits under any other Company if either the Employee plan, policy, or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageagreement.
Appears in 4 contracts
Sources: Employment Agreement (Intelsat LTD), Employment Agreement (Intelsat LTD), Employment Agreement (Intelsat LTD)
Severance. Except in circumstances in which (a) Subject to Section 6(b) below, if Executive's employment is terminated by the Employee would Company without Cause or by Executive for Good Reason, Executive shall be entitled to payments and benefits in connection with receive a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount severance payment equal to the sum of (i) eighteen (18) 24 months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesExecutive's Base Salary, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made payable in a lump sum sixty (60) days following sum, but only if Execute first executes, and then does not revoke as may be allowed by law, a separation and release agreement in a form chose by the Employee’s Separation from ServiceCompany in its sole discretion.
(b) The Employee If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, and such of termination occurs within six (6) months prior to a Change in Control (as defined under the Employee’s dependents as are participating as of Plan) or within twelve (12) months after the date of the Employee’s termination (“Covered Dependents”) Change in Control, Executive shall be entitled to continue receive, in addition to participate any severance pursuant to Section 6(a) above, an additional 6 months of Executive's Base Salary (for a total of 30 months) in addition to the major medical compensation of Section 2(d), but only if Execute first executes, and dental benefit plans sponsored then does not revoke as may be allowed by law, a separation and maintained release agreement in a form chose by the Company from time to time for in its employees on sole discretion.
(c) Notwithstanding the same basis and at foregoing, (i) any payment(s) of "nonqualified deferred compensation" (within the same cost to the Employee as active employees meaning of Section 409A of the Company Code and their dependents the regulations and official guidance issued thereunder ("Section 409A")) that is/are required to be made to Executive hereunder as a "specified employee" (as defined under Section 409A) as a result of such employee's "separation from service" (within the meaning of Section 409A) shall be delayed for a maximum period equal to the number of first six (6) months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansfollowing such separation from service (or, if earlier, the end date of death of the specified employee) and shall instead be paid upon expiration of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Employee’s and Executive's termination of employment triggers the Covered Dependents’ right payment of "nonqualified deferred compensation" hereunder, then the Executive will not be deemed to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, have terminated employment until the right Executive incurs a "separation from service" within the meaning of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.409A.
Appears in 3 contracts
Sources: Employment Agreement (Flora Growth Corp.), Employment Agreement (Flora Growth Corp.), Employment Agreement (Flora Growth Corp.)
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result With respect each employee of the Company terminating who is listed in SECTION 5.07(b)(1) OF THE COMPANY DISCLOSURE SCHEDULE (the Employee’s "LEVEL 1 EMPLOYEES"), Parent shall cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Effective Date to be honored in accordance with its terms, PROVIDED, HOWEVER, that the reference, if any, to "two times" contained in the definition of "Applicable Incentive Amount" in any Change in Control Agreement shall be disregarded. With respect to each employee of the Company who is listed IN SECTION 5.07(b)(2) OF THE COMPANY DISCLOSURE SCHEDULE (the "LEVEL 2 EMPLOYEES"), Parent shall cause each such employee whose employment without Cause is terminated by Parent or its Affiliates (or by the Employee terminating employee if (and only if) on account of a reduction in the Employee’s employment for Good Reason:
(aemployee's base pay or annual target bonus percentage under the Company's Management Incentive Plan or a relocation of the employee's primary work site of more than 40 miles) The Company shall within the one year period following the Closing Date to receive over a 15 month period such percentage of such employee's annual base pay to the Employee an amount as is equal to the sum 125% plus 100% of (i) eighteen (18) months such employee's annual target bonus percentage. With respect to each employee of the Employee’s base monthly salary Company who is not a Level 1 Employee or a Level 2 Employee (the "LEVEL 3 EMPLOYEES"), Parent shall cause each such employee whose employment is terminated by Parent or its Affiliates within the one year period following the Closing Date to receive severance payments equal to those payable pursuant the Company's Severance Pay Plan as in effect on the date hereof (the Employee’s "SEVERANCE PLAN") and shall not exercise any retained right to amend or to terminate the Severance Pay Plan and shall not exercise any right to issue a "severance pay award" under the Severance Pay Plan for the purpose of diminishing the entitlement to these payments. For up to 12 months following a termination of employment terminatesentitling a Level 2 or Level 3 Employee to severance payments, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment Parent shall be made subsidize such employee's COBRA continuation coverage in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and an amount that allows such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled employee to continue to participate in the major Company's medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees program on the same basis and at as similarly situated active employees. Notwithstanding the same cost foregoing, no Level 2 or Level 3 Employee shall be entitled to the Employee as active employees severance benefits if (i) such employee's employment is terminated by Parent or its Affiliates for any reason set forth in Section 3.3 of the Company Severance Plan or by reason of death or disability or (ii) such employee fails to execute a release of claims in favor of Parent and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate its Affiliates in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents form that is reasonably acceptable to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageParent.
Appears in 3 contracts
Sources: Merger Agreement (National Computer Systems Inc), Merger Agreement (Pearson PLC), Merger Agreement (Pn Acquisition Subsidiary Inc)
Severance. Except Provided Executive signs and delivers, and does not revoke, a general release in circumstances in which the Employee would be entitled a form acceptable to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesits sole discretion, (iix) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive a severance payment equal to participate in the major medical and dental benefit plans sponsored and maintained two (2) weeks of base salary for every full year that Executive was employed by the Group, subject to a minimum payment of thirty-nine (39) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company from time to time for its employees on the same basis and at the same cost will make payments to the Employee as active employees of insurance provider(s) equal to the Company and their dependents amount due for Executive’s COBRA coverage payments for a maximum period of time equal to the number of months for which weeks of Executive’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks’ base salary because he/she has been employed by the Company is obligated for fifteen (15) years, the Company will make monthly payments to pay the Employee’s base salary pursuant COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to Section 3(areceive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) above. Should days following the Employee for himself or herself or his or her Covered Dependents elect expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to continue participation in the Company’s plans, and allowed the revocation period therefor to expire, by the end of such continued participationthe Notice Period. The release agreement will provide, rather than among other things, for the termination general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the Employee’s employmentrelease confidential, subject to appropriate carve outs as required by law. Executive shall not be considered entitled to any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the qualified event for purposes extent that Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee relevant plan documents or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageapplicable law.
Appears in 3 contracts
Sources: Employment Agreement (F&G Annuities & Life, Inc.), Employment Agreement (Fidelity & Guaranty Life), Employment Agreement (Fidelity & Guaranty Life)
Severance. Except in circumstances in which If, during the Employee would be entitled to payments and benefits in connection with Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Control as provided in Section 4 belowEmployment, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
either (a) The Company shall by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, upon his Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges he is not eligible for due to this Agreement) severance to the Employee Executive in an amount equal to one (1) times his Annual Base Salary then in effect (the sum “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive’s Termination of Employment (ithe “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Severance Pay shall commence on the first payroll period (the “Initial Payment”) eighteen occurring on or after the 60th day following the Executive’s Termination of Employment (18) months the “Severance Delay Period”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Employee’s base monthly salary in effect on Severance Payment Period subject to the date provisions of this Agreement. If the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive Severance Pay pursuant to participate this Section 4.2, then, in the major medical and dental benefit plans sponsored and maintained by the Company from time addition to time for its employees on the same basis and at the same cost any Severance Pay payable to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary Executive pursuant to this Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans4.2, the end of Employer shall, until such continued participationtime as the Executive is eligible for Medicare, rather than the termination of the Employee’s employmentor some similar health care coverage provided by state or federal governments, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first or eligible to participate in a major medical benefit program maintained or be covered by a successor employerthe health plans of any employer other than the Employer, and pay on the right Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by the Employee’s dependents Executive for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to participate in such programs shall terminate as procure family coverage being the sole responsibility of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.the
Appears in 3 contracts
Sources: Employment Agreement (Community First Inc), Employment Agreement (Community First Inc), Employment Agreement (Community First Inc)
Severance. Except in circumstances in which (a) Subject to Section 6(b) below, if Executive’s employment is terminated prior to the Employee would end of the Term by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to payments and benefits in connection with receive a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount severance payment equal to the sum of (i) eighteen (18) 12 months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesExecutive's Base Salary, and (ii) one hundred fifty percent (150%) 75% of the Employee’s Average target Annual Cash Bonus, plus (iii) if approved by Bonus for the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anycompensation year in which such termination occurs. Subject to Section 9 below, Such severance payment shall be made paid in 12 equal monthly payments commencing with the first payroll following such termination, provided the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a lump sum sixty form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within fifty-five (6055) days following the Employee’s Separation from Serviceof termination.
(b) The Employee If Executive’s employment is terminated prior to the end of the Term by the Company without Cause or by Executive for Good Reason, and such of termination occurs within six (6) months prior to a Change in Control or within twelve (12) months after the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Change in Control, Executive shall be entitled to continue receive, in addition to participate in any severance pursuant to Section 6(a) above, an additional 12 months of Executive’s Base Salary, and an additional 25% of the major medical target Annual bonus.
(c) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code and dental benefit plans sponsored the regulations and maintained official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A.
(d) If Executive's employment is terminated prior to the end of the Term by the Company from time to time without Cause or by Executive for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerGood Reason, and the right of the Employee’s dependents if Executive is eligible for and elects to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become programs pursuant to COBRA, the Company will continue to pay the same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible spouse and dependents) until the earlier of: (1) 12 months from Executive's cessation from employment; or (2) the date Executive is eligible for alternative employer sponsored major medical benefit coverageand/or dental insurance benefits from another employer.
Appears in 3 contracts
Sources: Employment Agreement (Moleculin Biotech, Inc.), Employment Agreement (Moleculin Biotech, Inc.), Employment Agreement (Moleculin Biotech, Inc.)
Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c), (d), and (e).
(b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic), (d) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. and (e).
(c) Subject to Section 9 below7(c), any severance payment shall payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.
(d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service.
service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.
Appears in 3 contracts
Sources: Employment Agreement (Hempacco Co., Inc.), Employment Agreement (Hempacco Co., Inc.), Employment Agreement (Viking Energy Group, Inc.)
Severance. Except in circumstances in which (a) Subject to Section 7(b) below, if Executive’s employment is terminated prior to the Employee would end of the Term by the Company without Cause (other than due to death or Disability), Executive shall be entitled to payments and benefits in connection with receive a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount cash severance payment equal to the sum of (i) eighteen (18) three months of Executive’s Base Salary at the Employeetime of termination, which shall increase to six months of Executive’s base monthly salary in effect on Base Salary if such termination occurs after one year from the date the Employee’s employment terminates, Effective Date; and (ii) one hundred fifty percent (150%) a pro rata portion of the Employee’s Average target Annual Cash Bonus, plus (iii) if approved by Bonus for the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyyear in which such termination occurs. Subject to Section 9 below, Such severance payment shall be made over the three or six month period, as applicable, in accordance with the Company’s normal payroll policy, provided that prior to the initial payment, the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a lump sum sixty (60) form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within 21 days following the Employee’s Separation from Serviceof termination.
(b) The Employee and such Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the EmployeeCode and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s dependents as are participating as “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees death of the Company specified employee) and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end shall instead be paid upon expiration of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the EmployeeExecutive’s and termination of employment triggers the Covered Dependents’ right payment of “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, have terminated employment until the right Executive incurs a “separation from service” within the meaning of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.409A.
Appears in 3 contracts
Sources: Employment Agreement (Bluejay Diagnostics, Inc.), Employment Agreement (Bluejay Diagnostics, Inc.), Employment Agreement (Bluejay Diagnostics, Inc.)
Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination,
(ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.0 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date the Employee’s employment terminates, Date of Termination; and
(ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and
(iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service.
(b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained by second calendar year no later than the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.
Appears in 3 contracts
Sources: Employment Agreement (Behringer Harvard Multifamily Reit I Inc), Employment Agreement (Behringer Harvard Multifamily Reit I Inc), Employment Agreement (Behringer Harvard Multifamily Reit I Inc)
Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection his employment with a Change of Control as provided in Section 4 belowthe Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause, in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows:
(ai) The Company shall severance pay to the Employee in an amount equal to 1.0 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of (i) eighteen (18) months of termination in accordance with the EmployeeCompany’s base normal payroll practices with such installments to be no less frequent than monthly salary in effect and to commence on the first payroll date following the Employee’s employment terminates, date of termination; and
(ii) one hundred fifty percent all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (150%30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the Employee’s Average Annual Cash Bonusbenefit plans, plus policies and arrangements; and
(iii) if approved by the Compensation Committee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or (B) the date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (i) and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.
Appears in 3 contracts
Sources: Employment Agreement (Avadel Pharmaceuticals PLC), Employment Agreement (Avadel Pharmaceuticals PLC), Employment Agreement (Avadel Pharmaceuticals PLC)
Severance. Except (a) Although nothing in circumstances this Section 2 shall be construed to alter the at-will nature of employment as set forth in which Section 1 above, if Executive is terminated by the Employee would Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to payments and benefits cash in connection with a Change lieu of Control as provided in Section 4 belowoutplacement services. If Executive is terminated by the Company without Cause, in the event that during the term of this Agreement the Employee has a Separation from Service resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company terminating over the Employeeentire year), at such time bonuses are paid to the Company’s senior executives generally, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive’s employment without Cause or with the Employee terminating the Employee’s employment for Good Reason:
(a) The Company terminates. Company shall pay to Executive the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Salary Severance on the date which is the Employee’s employment terminateslater of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject subject to Section 9 below17, payment and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms) or the date on which Company pays bonuses to Company’s senior executives generally for the applicable year (such date to be made in a lump sum sixty (60) days the calendar year following the Employeeyear in which the separation from service occurs), subject to Section 17. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 2, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s Separation from Serviceemployment.
(b) The Employee In the event that Executive is qualified for and such elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Employeecost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s dependents normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as are participating as set forth in Section 2(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited.
(c) Notwithstanding the terms of any stock incentive plan of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Company or stock option or stock appreciation right agreement to continue to participate in the major medical and dental benefit plans sponsored and maintained which Executive is a party, if Executive is terminated by the Company from time to time without Cause or resigns for its employees Good Reason, and on the same basis and at the same cost effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Employee as active employees of Company’s common shares or if the Company and their dependents for a maximum period equal determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation trade in the Company’s planscommon shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, the end Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of such continued participation, rather than the termination any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Employee’s employment, shall be considered Company then owned by Executive and/or instructing the qualified event for Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation.
(d) For purposes of this Agreement, the EmployeeCompany shall have “Cause” to terminate Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties to the Company, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the Covered Dependents’ Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock, stock appreciation right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right and/or stock options of any of the Employee Company’s affiliates); provided, however, that Executive shall not be deemed to continue have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to participate in such programs shall terminate as the expiration of the date that the Employee is first eligible thirty (30) calendar day period following delivery to participate in a major medical benefit program maintained by a successor employer, and the right Executive of the EmployeeCompany’s dependents written notice of its intention to participate terminate his employment for Cause describing the basis therefore in such programs shall terminate reasonable detail.
(e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as President, (ii) the failure by any successor of the date that such dependents are first eligible Company to participate assume in an alternative employer sponsored major medical benefit program. As a condition to writing the EmployeeCompany’s rights obligations under this Section 3(bAgreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the Employee agrees to promptly notify failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if either the Employee or his or her dependents who continue Company suspends Executive due to participate in an indictment of Executive on felony charges, provided that the CompanyCompany continues to pay Executive’s major medical salary and dental benefit plans become eligible benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for alternative employer sponsored major medical benefit coverageresignation and regardless whether the Company has Cause to terminate Executive.
Appears in 3 contracts
Sources: Severance Agreement (Herbalife Ltd.), Severance Agreement (Herbalife Ltd.), Severance Agreement (Herbalife Ltd.)
Severance. Except in circumstances in A. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under sections (A), (B), (C), and (D) of Article 15 (Discipline and Discharge)) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to eleven (11) weeks’ salary, plus, for unit employees with at least three (3) full years of service, an additional one (1) week’s salary per full year of service, starting with the third full year of service, and a maximum severance payment of eighteen (18) weeks’ severance.
B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to seven (7) weeks’ salary, plus, for unit employees with at least four (4) full years of service, an additional one (1) week’s salary per full year of service, starting with the fourth full year of service, and a maximum severance payment of fourteen (14) weeks’ severance.
C. All severance payments shall be paid as a lump payment.
D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (B), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment.
E. Terminated bargaining unit employees may link to or embed published Work Product.
F. For a period of six (6) months from the date of a bargaining unit employee’s lay off, the Laid Off Unit Employee would be entitled to payments and benefits in connection with a Change shall have the right of Control as provided in Section 4 below, first refusal in the event that during their position, or a substantively identical position, is established by the term same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of this Agreement written offer from the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Company, to accept such reestablished position.
(a) G. The Company shall pay offer Laid Off Unit Employees the option to purchase a laptop computer that is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceCompany.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the EmployeeCompany without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment without Cause or by the Employee terminating the Employee’s employment Company for Good ReasonReason (as defined in Section 4(d)), then, subject to Section 4(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the following, subject to the provisions of Section 11 hereof:
(ai) The Company shall pay to the Employee an amount equal to the lesser of (A) $1,000,000 and (B) the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employee’s employment terminatesaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (iisuch lesser amount, the “Cash Severance”) one hundred (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the EmployeeEmployment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Separation from Service.Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and
(bii) The Employee a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such of target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Employee’s dependents as are participating Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the date of Employment Termination Date relative to the Employee’s termination (“Covered Dependents”hurdles set) shall be entitled to continue to participate in which the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and Employment Termination Date occurs payable at the same cost time performance bonuses for such calendar year are paid to the Employee as active employees other senior executives of the Company and their dependents for a maximum period Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the number amount of months for which Cash Severance; and if the Company amount of Cash Severance is obligated equal to pay the Employee’s base salary $1,000,000 then no pro rata Year End Bonus will be payable pursuant to Section 3(athis clause (ii); and
(iii) above. Should the Employee for himself or herself or his or her Covered Dependents elect subject to continue participation in the Company(A) Executive’s plans, the end timely election of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingunder the Consolidated Omnibus Budget Reconciliation Act of 1985, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employeramended (“COBRA”), and (B) Executive’s continued copayment of premiums at the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.same level
Appears in 2 contracts
Sources: Employment Agreement (Ladder Capital Finance Holdings LLLP), Employment Agreement (Ladder Capital Corp)
Severance. Except In the event that Employee is subject to a Change in circumstances in which the Control Involuntary Termination, Employee would shall be entitled to receive severance benefits as follows: (A) a lump sum cash payment in an amount equal to two (2) times the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination (the “Salary Payment”); (B) a lump sum cash payment in an amount equal to two (2) times Employee’s Target Annual Bonus (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(A) and (B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment, Salary Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clause (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the date of Employee’s termination of employment). In addition, all payments and benefits in connection under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with a Change the Restrictive Covenants and release of Control claims against the Company as provided set forth in Section 4 below1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee is likely to cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Health Care and Education Reconciliation Act of 2010 (the Employee terminating “Healthcare Reform Act”), the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment (the “Covered DependentsAccrued Benefits”) shall be entitled and up to continue three (3) consecutive months of outplacement services not to participate exceed $5,000 per month (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Employee, provided Employee as active employees commences such services within ninety (90) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Change in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bControl Involuntary Termination date), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 2 contracts
Sources: Management Continuity Agreement (Assertio Holdings, Inc.), Management Continuity Agreement (Assertio Holdings, Inc.)
Severance. Except in circumstances in which If Employee's employment is terminated by Employee or the Company for any reason or no reason after December 31, 1997, Employee would will be entitled to payments and benefits receive on the effective date of termination of Employee's employment (the "Termination Date"), cash compensation equal to six (6) months of Employee's base salary (the "Initial Severance Payment"). In addition to the Initial Severance Payment, on the Termination Date, the Company will deposit an amount equal to six (6) months of Employee's base salary in connection escrow (the "Escrow Deposit") with a Change financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Company. If Employee has not obtained new employment within the six (6) month period immediately following the Termination Date, then the Escrow Agent will distribute to Employee monthly, commencing on the seventh (7th) month anniversary of Control as provided in Section 4 belowthe Termination Date and ending on the twelfth (12th) month anniversary of the Termination Date (the "Subsequent Payment Period") an amount equal to one-sixth (1/6th) of the Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be reduced, on a dollar for dollar basis, to the extent Employee receives compensation for services rendered to another person or entity during the Subsequent Payment Period (the "Offset Amounts"). The Offset Amounts, if any, shall be distributed by the Escrow Agent to the Company. Notwithstanding the foregoing, in the event that during the term of severance and other benefits provided for in this Agreement to Employee constitute "parachute payments" within the Employee has a Separation from Service as a result meaning of Section 280G of the Company terminating Code and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate amount of such payments and benefits payable pursuant to this Section 5 shall be reduced such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s 's "base monthly salary amount" as defined in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%Section 280G(b)(3) of the Code. If Employee’s Average Annual Cash Bonus's employment is terminated by Employee or the Company for any reason or no reason prior to December 31, plus (iii) if approved by the Compensation Committee of the Board1997, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall will not be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary receive any severance payments pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage5.
Appears in 2 contracts
Sources: Employment Agreement (Cellpro Incorporated), Employment Agreement (Cellpro Incorporated)
Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination,
(ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 1.75 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date Date of Termination (or the EmployeeExecutive’s employment terminatesIncentive Compensation determined immediately prior to the Change in Control, if higher); and
(ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and
(iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service.
(b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained second calendar year by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.
Appears in 2 contracts
Sources: Employment Agreement (Behringer Harvard Reit I Inc), Employment Agreement (Behringer Harvard Reit I Inc)
Severance. Except A. The Company shall, in circumstances its sole discretion, consider placing a bargaining unit employee affected by a reduction in force in an available job at the Company that is compatible with the employee’s demonstrated skills, knowledge, and abilities. In its sole discretion, any employee who the Company chooses to offer reassignment in lieu of separation, layoff or reduction, will receive the level and type of training that the Company deems necessary for the employee to succeed in the new position. The Company shall provide such retraining at no cost to the employee.
B. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under sections (A), (B), (C), and (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance per the chart below.
C. Any bargaining unit employee who is discharged under section (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance per the chart below. Full Years of Service Laid Off (Section B) Discipline / Discharge (Section C) 0-1 years 12 weeks 8 weeks 4 15 11 6 19 15 7 21 17 8 23 19 9 25 21 10+ 26 21
D. All consecutive time worked without a break in employment of six (6) months or longer, including for a brand prior to acquisition by Vox Media (e.g. Punch, Seeker, Eater, Curbed, Racked, Recode), shall be considered in the severance calculation.
E. All severance payments shall be paid as a lump payment.
F. Any bargaining unit employee who receives severance pursuant to paragraphs (B) and (C), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment.
G. Terminated bargaining unit employees may link to or embed published Work Product.
H. For a period of six (6) months from the date of a bargaining unit employee’s lay off, the Laid Off Unit Employee would be entitled to payments and benefits in connection with a Change shall have the right of Control as provided in Section 4 below, first refusal in the event that during their position, or a substantively identical position, is established by the term same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of this Agreement written offer from the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Company, to accept such reestablished position.
(a) I. The Company shall pay offer Laid Off Unit Employees the option to purchase a laptop computer that is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the Employee an amount equal Company.
J. Upon the request of a bargaining unit employee, the Company, in its sole discretion, may convert a portion of severance weeks due under this Agreement to paid non- working notice. The employee request shall not be unreasonably denied. Such conversion of severance into paid non-working notice shall not result in any increase of severance payments, COBRA costs or any other payments due under this Agreement. This provision shall not be subject to the sum grievance and arbitration provisions of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Servicethis Agreement.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination,
(ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.25 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date Date of Termination (or the EmployeeExecutive’s employment terminatesIncentive Compensation determined immediately prior to the Change in Control, if higher); and
(ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and
(iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service.
(b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained second calendar year by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.
Appears in 2 contracts
Sources: Employment Agreement (Tier Reit Inc), Employment Agreement (Behringer Harvard Reit I Inc)
Severance. Except in circumstances (a) If the Term is terminated by the Company for Cause,
(i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination;
(ii) all unvested options and unvested restricted stock will terminate immediately; and
(iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date.
(b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason,
(i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination;
(ii) all unvested options and unvested restricted stock will terminate immediately; and
(iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date.
(c) If the Term is terminated upon the Executive’s death or Disability,
(i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the Employee would be entitled termination occurred;
(ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits;
(iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; and
(iv) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and
(d) Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason,
(i) the Company and the Partnership shall pay the Executive a lump sum equal to the product of (x) the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, multiplied by (y) the greater of (A) two and one-half (2 ½) and (B) a fraction, the numerator of which is the number of days remaining in the Term (without further extension) and the denominator of which is 365;
(ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter;
(iii) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and
(iv) the Company shall also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the greater of (X) two and one-half (2½) years or the remaining Term, without further extension or (Y) the date on which the Executive obtains health insurance coverage from a subsequent employer.
(e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Section 1, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 6(d) hereof; provided, that the amount of the multiplier described in connection with a Change clause (d)(i)(y)(A) of Control as provided in Section 4 below, in 6 hereof shall be increased from two and one-half (2½) times to three and one-half (3½) times.
(f) If at any time the event that during Term is not extended pursuant to the term of this Agreement the Employee has a Separation from Service proviso to Section 1 hereof as a result of the Company terminating giving notice thereunder that it elects to permit the Employeeterm of this Agreement to expire without extension, the Company shall be deemed to have terminated the Executive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceCause.
(bg) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansAs used herein, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.term “Cause” means:
Appears in 2 contracts
Sources: Executive Employment Agreement (Meristar Hospitality Corp), Executive Employment Agreement (Meristar Hospitality Finance Corp)
Severance. Except in circumstances in which 6.1 In the Employee would event of a termination of the Executive’s employment by the Company for Cause, by the Executive without Good Reason, due to the expiration of the Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”).
6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have any obligations to provide the severance payments contemplated under this Section 6.2:
(a) Payment to the Executive of an amount equal to the lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date;
(b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date;
(c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in connection with effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the Executive constitutes a Change of Control qualified beneficiary, as provided defined in Section 4 below4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and
(d) The vesting of the Option will accelerate on the date of termination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled to any severance benefits pursuant to this Section 6.2 if his employment is terminated by the Company for Cause, by the Executive without Good Reason or due to the Executive’s death or the expiration of the Term; provided that, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of Executive’s employment is terminated by the Company terminating the Employee’s employment without for Cause or is terminated by the Employee terminating Executive without Good Reason (a “Discretionary Severance Event”), the EmployeeBoard (without the Executive’s employment for Good Reason:
(a) The Company shall participation), in its sole and absolute discretion, may choose to pay to the Employee Executive an amount equal to the sum of the payments referred to in subsections 6.2(a) and (ib) eighteen above, payable in twenty-four (1824) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatespayments, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum beginning within sixty (60) days following the Employee’s Separation from Service.
termination date. Notwithstanding anything in this Section 6.2 to the contrary, in the event the 60 day post-termination period, during which the payments referred to in subsections 6.2(a) and (b) The Employee and such above are required to be made, begins in one taxable year of the Employee’s dependents as are participating as Executive and ends in a second taxable year of the date of Executive, the Employee’s termination payments referred to in subsections 6.2(a) and (“Covered Dependents”b) above shall be entitled to continue to participate made in the major medical second taxable year (and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of within such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b60 day period), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 2 contracts
Sources: Employment Agreement (FriendFinder Networks Inc.), Employment Agreement (FriendFinder Networks Inc.)
Severance. Except as otherwise provided in circumstances Section 8, if the Executive’s employment hereunder is terminated during the Employment Term, following the Executive’s initial twelve (12) months of employment, by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in which accordance with Section 3, in each case other than for Cause or due to disability (as determined in the Employee would good faith discretion of the Board) or death, the Executive shall be entitled to payments and benefits in connection with a Change of Control receive as provided in severance (subject to Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
9): (ai) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months Executive’s base salary as in effect immediately prior to the date of the EmployeeExecutive’s base monthly salary in effect on the date the Employee’s termination of employment terminatesfor twelve (12) months, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonuspayable, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum commencing no later than sixty (60) days following such termination, in equal installments in accordance with the EmployeeCompany’s Separation from Service.
payroll procedures during the twelve (b12) The Employee and such of the Employee’s dependents as are participating as of months following the date of the EmployeeExecutive’s termination (such twelve-month period, the “Covered DependentsSeverance Period”); (ii) shall be entitled to continue to participate in the major continued medical and dental benefit plans sponsored benefits described in Section 4(c) for the Severance Period, at the same rate of employee and maintained by the Company shared costs of such coverage as in effect from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company Company; and their dependents for (iii) a maximum period equal to pro rata portion (based on the number of months days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company is obligated to cannot continue such benefits, the Company shall pay the Employee’s base salary pursuant to Section 3(aExecutive for the cost of such benefits; (II) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the Company); and (III) the Executive’s plans, the end period of such continued participation, rather than the termination “continuation coverage” for purposes of Section 4980B of the Employee’s employmentInternal Revenue Code of 1986, as amended (the “Code”), shall be considered deemed to commence on the qualified event for purposes date of the EmployeeExecutive’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right termination of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageemployment.
Appears in 2 contracts
Sources: Employment Agreement (Associated Materials, LLC), Employment Agreement (Amh Holdings, LLC)
Severance. Except (a) If, prior to the expiration of this Agreement, the Company breaches this Agreement by terminating the Executive's employment for any reason other than Cause (a "Breach"), or during the two year period next following a "Change in circumstances Control" (as herein defined) the Executive's employment with the Company is terminated for reasons other than death, disability or Cause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive for periods subsequent to the date of such termination, the Company shall pay a lump sum severance payment (together with the payments provided in paragraph (c) below, the "Severance Payments") to the Executive at the time of termination. Such payment shall be an amount equal to the number of years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive's attainment of age 65) multiplied by the sum of
(A) the Executive's Base Salary rate as in effect as of the date of termination and (B) the average of the bonus amounts awarded or due to the Executive pursuant to Section 3.2 of this Agreement. Payment of Severance Payments provided under this Section 7 in the event of a termination which constitutes a Breach by the Company will not prohibit Executive from seeking enforcement of the remaining provisions of this Agreement or other remedies for breach of this Agreement.
(b) In determining the amount of payments due under any incentive plan or other bonus plan in effect for the year in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Executive is terminated as a result of a Breach or Termination Upon Change in Control, the Company terminating shall pay the Employee’s employment without Cause Executive at the time of termination a pro-rata portion of all contingent awards granted under such plans for all uncompleted periods, assuming for this purpose that the amount of each award that would have been paid upon the completion of such period would at least equal the pro rata amount of the greater of the target or the Employee terminating the Employee’s employment maximum bonus, if any, provided for Good Reason:in such plan.
(ac) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved Executive all reasonable legal fees and expenses incurred by the Compensation Committee Executive as a result of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonussuch termination (including all such fees and expenses, if any. Subject , incurred in contesting or disputing any such termination or in seeking to Section 9 belowobtain or enforce any right or benefit provided by this Agreement), payment unless the decision-maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall be made pay to the Company its reasonable legal fees and expenses incurred in a lump sum sixty (60) days following the Employee’s Separation from Servicedefense of such proceeding, contest or dispute.
(bd) The Employee and such For the length of the Employee’s dependents as period for which severance benefits are participating as provided after any termination pursuant to this Section 7, the Company shall arrange to provide the Executive with life, disability, accident and group health insurance benefits substantially similar to those which the Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the date of the Employee’s termination Executive pursuant to this paragraph (“Covered Dependents”d) shall be entitled reduced to continue the extent comparable benefits are actually received by the Executive during the period following the Executive's termination, and any such benefits actually received by the Executive shall be reported to participate the Company.
(e) Nothing contained in this Section 7 shall prevent the major medical Executive from receiving any and dental all benefits payable under any severance benefit plans sponsored and plan or program maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company Executive is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageentitled.
Appears in 2 contracts
Sources: Employment Agreement (Universal Compression Holdings Inc), Employment Agreement (Universal Compression Inc)
Severance. Except in circumstances in which In lieu of any severance pay or severance benefits otherwise payable to the Employee would under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply:
(a) If there is a Termination (as herein defined) of the Employee’s employment with the Company at any time within twelve (12) months after the occurrence of a Change of Control (as herein defined), such Employee shall be entitled to payments receive a lump-sum severance payment equal to (i) fifty percent (50%) of such employee’s then current salary plus (ii) fifty percent (50%) of the amount of such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the Company (or, if higher, the amount of the bonus attributable to a calendar year’s service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”). The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall have no right to offset hereunder with respect to any compensation or benefits received by the Employee from or in connection with any employment subsequent to such Employee’s Termination of employment with the Company.
(b) If the Employee voluntarily terminates employment with the Company for any reason other than “Good Reason” (as herein defined) during the twelve (12)-month period following a Change of Control as provided described in Section 4 2(a) below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall will not be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees any severance payment or acceleration of the Company and their dependents for a maximum period equal to the number vesting of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany unvested Stock Options.
Appears in 2 contracts
Sources: Employment Agreement (Dice Holdings, Inc.), Employment Agreement (Dice Holdings, Inc.)
Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c) and (d).
(b) If during the Term of this Agreement there is a CC Termination, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic) if approved by the Compensation Committee of the Board, and (d).
(c) Any severance payment payable to Employee pursuant to this Section 7 (a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.
(d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service.
service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.
Appears in 2 contracts
Sources: Employment Agreement (Alpha Modus Holdings, Inc.), Employment Agreement (Insight Acquisition Corp. /DE)
Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the Employee’s employment Company without Cause or the Employee terminating the Employee(B) Executive resigning from Executive’s employment by the Company for Good Reason, then, subject to Section 4(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the following, subject to the provisions of Section 11 hereof:
(ai) The Company shall pay to the Employee an amount equal to the lesser of (A) $1,000,000 and (B) the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employee’s employment terminatesaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (ii) one hundred such lesser amount, the “Cash Severance”), with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum within sixty (60) days after the date of which the General Release (as defined in Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing within sixty (60) days after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum within sixty (60) days after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A (as defined below); and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employee’s Separation from Service.Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior; and
(bii) The Employee a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the calendar year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such of target Year End Bonus being, except as otherwise expressly specified in Section 3(b) hereof, as reasonably determined by the Employee’s dependents as are participating Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the date of Employment Termination Date relative to the Employee’s termination (“Covered Dependents”hurdles set) shall be entitled to continue to participate in which the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and Employment Termination Date occurs payable at the same cost time performance bonuses for such calendar year are paid to the Employee as active employees other senior executives of the Company and their dependents for a maximum period in accordance with Section 3(b) hereof; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the number amount of months for which Cash Severance; and if the amount of Cash Severance is equal to $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and
(iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company is obligated (excluding, for purposes of calculating cost, an employee’s ability to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue premiums with pre-tax dollars), continued participation in the Company’s plans, group health plan (to the end extent permitted under applicable law and the terms of such continued participationplan) which covers Executive (and Executive’s eligible dependents) during the Health Care Cost Reimbursement Period (as defined below), rather than provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the termination conclusion of the Employee’s employmentHealth Care Cost Reimbursement Period reimburse Executive for COBRA premiums, shall subject to the Company determining that reimbursement of such premiums would not reasonably be considered expected to result in the qualified event imposition of any excise taxes on the Company for purposes any failure to comply with the nondiscrimination requirements of the Employee’s Patient Protection and Affordable Care Act of 2010, as amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of period commencing on the date that Executive ceases to be employed by the Employee is first eligible Company and ending on the earliest to participate in a major medical benefit program maintained by a successor employer, and the right occur of the Employee’s dependents to participate in such programs shall terminate as of (x) the date that such dependents are first eligible to participate three months after the Employment Termination Date (or six months after the Employment Termination Date if the Company has made a Non-Competition Extension Election (as defined in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b9(a)), (y) the Employee agrees to promptly notify date on which the Company if either can no longer provide Executive with COBRA benefits under applicable law and (z) the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become date on which Executive becomes eligible for alternative employer sponsored major medical benefit coveragehealth care coverage under the plan of a subsequent employer.
Appears in 2 contracts
Sources: Employment Agreement (Ladder Capital Corp), Employment Agreement (Ladder Capital Corp)
Severance. Except in circumstances in which In no way limiting the Employee would be entitled to payments and benefits in connection with a Change Company’s policy of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonat will:
(a) The If Employee’s employment with the Company shall pay is terminated by the Company without Cause or by Employee with Good Reason prior to the Employee an amount equal Expiration Date, and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company (such 60th day being referred to as the sum of “Release Date”): (i) eighteen Employee first signs and delivers to the Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates“Release Agreement”), (ii) one hundred fifty percent (150%) any revocation right of the Employee’s Average Annual Cash BonusEmployee under such Release Agreement shall have expired, plus and (iii) if approved by the Compensation Committee such Release Agreement shall have become effective, Employee shall be entitled to receive severance compensation equal to 75% of his annual Base Salary and Target Bonus for purpose of the Board, a Pro Rata Portion MIP in effect for the year in which the Termination Date occurs (determined regardless of the Employee’s Annual Cash Bonusactual results of the Company for that year), if any. Subject payable in nine (9) monthly installments equal to Section 9 belowone-ninth of such severance compensation, payment shall be made in a lump sum sixty subject to required withholding, payable at the end of each of the next nine (609) days full calendar months following the Employee’s Separation from Servicefirst full calendar month following the Release Date.
(b) The Notwithstanding anything to the contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, any obligation relating to the treatment of Company confidential information and such of the any non-compete obligation.
(c) If Employee’s dependents as are participating as of employment with the date of the Employee’s termination (“Covered Dependents”) Company is terminated for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to continue to participate in receive only: (i) Employee’s Base Salary earned and payable through the major medical and dental benefit plans sponsored and maintained by the Company from Termination Date; (ii) any accrued but unused vacation/time to time for its employees on the same basis and at the same cost off to the Employee as active employees of the Company and their dependents extent required under applicable law; (iii) reimbursement for a maximum period equal all incurred but unreimbursed expenses to the number of months for which the Company extent Employee is obligated entitled to pay the Employee’s base salary pursuant to Section 3(abe reimbursed; and (iv) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansany other earned but unpaid compensation, the end of such continued participationif applicable, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right Termination Date.
(d) For purposes of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b)Agreement, the Employee agrees to promptly notify following terms shall have the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.meanings set forth below:
Appears in 2 contracts
Sources: Employment Agreement (Flotek Industries Inc/Cn/), Employment Agreement (Flotek Industries Inc/Cn/)
Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the Employee’s employment Company without Cause (as defined in Section 5(d)(i)) or (B) Executive resigning from his employment by the Employee terminating the Employee’s employment Company for Good ReasonReason (as defined in Section 5(d)(ii) below), then, subject to Section 5(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 5(a), pay or provide Executive with the following, subject to the provisions of Section 12 hereof:
(ai) The Company shall pay Cash severance (the “Cash Severance”) equal to the Employee an amount equal to greater of (A) $10,000,000 or (B) two multiplied by the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employeeaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect; provided that
A. if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall equal $17,000,000; and provided further that
B. if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received Executive’s employment terminatesYear End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (iiif any) one hundred paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause 3(b)(i)(B)(y) above shall be replaced with “the greater of (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015”; with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in Section 5(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employee’s Separation from Service.Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(bii) The Employee and such if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014, then a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the Employee’s dependents as are participating as year in which the Employment Termination Date occurs by a fraction, the numerator of which is the date number of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained days that Executive is employed by the Company from time to time during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for its employees on the same basis and calendar year in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; and
(iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to the Employee Executive as active employees if Executive were an employee of the Company and their dependents (excluding, for a maximum period equal to the number purposes of months for which the Company is obligated calculating cost, an employee’s ability to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue premiums with pre-tax dollars), continued participation in the Company’s plans, group health plan (to the end extent permitted under applicable law and the terms of such continued participationplan) which covers Executive (and Executive’s eligible dependents) during the Health Care Reimbursement Period (defined below), rather than provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the termination conclusion of the Employee’s employmentHealth Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, shall subject to the Company determining that reimbursement of such premiums would not reasonably be considered expected to result in the qualified event imposition of any excise taxes on the Company for purposes any failure to comply with the nondiscrimination requirements of the Employee’s Patient Protection and Affordable Care Act of 2010, as amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of period commencing on the date that Executive ceases to be employed by the Employee is first eligible Company and ending on the earliest to participate in a major medical benefit program maintained by a successor employer, and the right occur of the Employee’s dependents to participate in such programs shall terminate as of (x) the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to two years after the Employee’s rights under this Section 3(b)Employment Termination Date, (y) the Employee agrees to promptly notify date on which the Company if either can no longer provide Executive with COBRA benefits under applicable law and (z) the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become date on which Executive becomes eligible for alternative employer sponsored major medical benefit coveragehealth care coverage under the plan of a subsequent employer.
Appears in 2 contracts
Sources: Employment Agreement (Ladder Capital Finance Holdings LLLP), Employment Agreement (Ladder Capital Corp)
Severance. Except Purchaser shall, or shall cause one of its Affiliates to, pay to each Continuing Employee who is terminated during the Continuation Period for any reason other than cause or the Continuing Employee’s death or disability (a “Severed Continuing Employee”), subject to the Continuing Employee’s timely executing and not revoking a release of claims, a lump sum payment in circumstances in which the cash equal to two weeks’ base pay for each year of service or portion thereof (taking into account, for this purpose, service as a Continuing Employee as well as service that would be entitled credited to payments and benefits in connection the Severed Continuing Employee under Section 5.7), with a Change minimum of Control eight (8) weeks’ base pay, with the base pay determined at the then applicable rate. For this purpose, (a) the resignation by a Continuing Employee in lieu of a requirement that such employee transfer to a main work location that is more than 50 miles from his or her main work location as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating Closing Date, and (b) the termination of a Continuing Employee’s employment without Cause or the Employee terminating the Employeeby reason of such employee’s employment declining a request for Good Reason:
(a) The Company such a transfer shall pay be considered termination for a reason other than cause. In addition, to the extent a Severed Continuing Employee an elects COBRA Continuation Coverage, the amount equal payable by such Severed Continuing Employee in respect of COBRA premiums during the months that such COBRA Continuation Coverage remains in effect (but only up to the sum of (i) first eighteen (18) months of months) shall be no more than the active employee premiums payable for the same medical and/or dental coverage covering the Severed Continuing Employee and the Severed Continuing Employee’s base monthly salary in effect on spouse and eligible dependents. Notwithstanding the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusforegoing, if any. Subject any Continuing Employee is entitled to severance benefits under an individual severance, employment or similar agreement, the terms of such agreement and not this Section 9 below5.6 shall govern, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Continuing Covered Dependents”) Employees shall be entitled to continue severance benefits only to participate the extent provided in the major medical and dental benefit plans sponsored and maintained a Collective Bargaining Agreement or otherwise agreed by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageapplicable union.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ohio Power Co), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in In the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s terminates your employment without Cause (as defined below) or the Employee terminating the Employee’s you resign your employment for Good Reason:
Reason (a) The Company shall pay to the Employee an amount equal to the sum of as defined below), in each case, provided you (i) eighteen (18) months enter into, do not revoke and comply with the terms of a separation agreement and release in the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved form provided by the Compensation Committee of the BoardCompany which shall include, without limitation, a Pro Rata Portion general release of claims against the Employee’s Annual Cash BonusCompany and related persons and entities, if any. Subject nondisparagement obligations, a seven-business day revocation period and a waiver of any right to Section 9 below, payment shall be made garden leave pay or any other noncompetition consideration (the “Release”) within the time period provided in a lump sum the Release but in no event later than sixty (60) days following after the Employee’s Separation from Service.
Date of Termination and (bii) The Employee and such comply with the Restrictive Covenant Obligations in all respects, then in addition to the Accrued Obligations, the Company will provide you with (a) continuation of the Employee’s dependents as are participating your Base Salary as of the date Date of Termination for the Severance Period (the “Severance Payments”); provided in the event you breach any of the EmployeeRestrictive Covenant Obligations, all payments of the Severance Payments shall immediately cease. For purposes of this Agreement, the “Severance Period” shall be (x) if your employment is terminated by the Company without Cause prior to the first (1st) anniversary of the Start Date, the period from the Date of Termination until three (3) months thereafter and (y) otherwise, the period from the Date of Termination until six (6) months thereafter. The Severance Payments shall commence within sixty (60) days after the Date of Termination and shall be made on the Company’s termination regular payroll dates; provided, however, that if the sixty (60)-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Covered DependentsSection 409A”), each Salary Continuation Payment is considered a separate payment. Notwithstanding the foregoing, in the event you are entitled to any payments pursuant to the Restrictive Covenant Agreement (as defined below) shall (including without limitation Noncompetition Consideration as defined therein), the Severance Benefits to be paid to you in any calendar year will be reduced by the amount that you are paid in the same such calendar year pursuant to the Restrictive Covenant Agreement. For the avoidance of doubt, in the event your employment is terminated by the Company for Cause, by you for any reason, or due to your death or disability (the latter as determined by the Company in good faith), you will be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost Accrued Obligations but not to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) aboveSeverance Payments. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for For purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.Agreement:
Appears in 2 contracts
Sources: Employment Agreement (Comera Life Sciences Holdings, Inc.), Employment Agreement (Comera Life Sciences Holdings, Inc.)
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The If the Term is terminated by the Company shall for Cause, the Company and the Partnership will pay to the Employee Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date.
(b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date.
(c) If the Term is terminated upon the Executive's death or Disability, the Company and the Partnership will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's bonus for the fiscal year in which the termination occurred. In addition, the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits. In addition, all of the Executive's unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions.
(d) Subject to Section 5(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of his death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, the Company and the Partnership shall pay the Executive a lump sum equal to the product of one (1) times the sum of (iA) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year, or if the Term is terminated prior to December 31, 1999 the Executive's target bonus for such year. In addition, all of the Executive's unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the Term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer.
(e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 5(d) hereof; provided, that the amount of the Employee’s base monthly salary multiplier -------- described in effect on the date the Employee’s employment terminates, clause (ii) one hundred fifty percent (150%d) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment 5 hereof shall be made in a lump sum sixty increased from one (601) days following the Employee’s Separation from Servicetimes to two (2) times.
(bf) The Employee Notwithstanding anything in this Section 5 to the contrary if the Term is terminated for any reason within twenty-four (24) months following the Spin-Off Date, the Pre-Spinoff Awards will immediately vest and remain exercisable in accordance with their respective terms; provided, however, such -------- ------- Pre-Spinoff Awards will have an exercise period of the Employee’s dependents as are participating as of at least one-year from the date of the Employee’s termination termination.
(“Covered Dependents”g) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansAs used herein, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.term "Cause" means:
Appears in 2 contracts
Sources: Executive Employment Agreement (Meristar Hotels & Resorts Inc), Executive Employment Agreement (Meristar Hotels & Resorts Inc)
Severance. Except Should the Executive experience a termination of employment during the Employment Period pursuant to Section 6.1(e) or Section 6.1(f) above, then, subject to Executive executing, and failing to revoke during any applicable revocation period, a general release of all claims against Employer and its Affiliates in circumstances in which a form acceptable to the Employee would Employer within forty-five (45) days after Executive’s termination of employment, the Executive shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonto:
(ai) The Company shall pay to the Employee an amount a lump sum payment equal to the sum of one (i1) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, times his then current Base Salary;
(ii) a lump sum payment equal to one hundred fifty percent (150%1) of the Employee’s Average Annual Cash Bonus, plus times his then current cash bonus target amount; and
(iii) if approved a lump sum payment of a prorated bonus for the bonus period during which the termination of employment occurs determined by multiplying (A) the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusbonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (based on actual performance during such bonus period) by (B) a fraction, the numerator of which is the number of days Executive was employed with the Company during the applicable bonus period and the denominator of which is the total number of calendar days in such bonus period. Subject to Section 9 below6.7, such lump sum payment shall under this Section will be made in a lump sum no later than sixty (60) days following the EmployeeExecutive’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of Service on or after the date the Executive’s employment is terminated, provided, that if such period of 60 days spans two taxable years, the Employee’s termination (“Covered Dependents”) shall severance will be entitled to continue to participate paid in the major medical second taxable year, and dental benefit plans sponsored and maintained by provided, further, that the Company from time prorated bonus referred to time for its employees on the same basis and in Section 6.4(iii) above will be paid at the same cost time bonuses for the applicable bonus period, if any, are paid to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than executive officers generally. Severance payments do not result in extending employment beyond the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragedate.”
Appears in 2 contracts
Sources: Executive Employment Agreement, Executive Employment Agreement (BMC Software Inc)
Severance. Except The equivalent of:
(i) twelve (12) months of Executive’s Base Salary in circumstances in which effect as of the Employee would date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Cash Severance”); provided, however, that of such amount nine (9) months of Executive’s Base Salary shall initially be entitled to payments paid, and benefits in connection with a Change the remaining three (3) months of Control as provided in Section 4 below, the Executive’s Base Salary shall only be paid in the event that during Company stockholders have received a minimum liquidating distribution pursuant to that certain Plan of Dissolution of the term Company, as approved by the Board on December 19, 2023, of this Agreement the Employee has a Separation from Service as a result at least $0.05 per share and all obligations of the Company terminating have been paid, reserved, or otherwise resolved under applicable law, as determined by the Employee’s employment without Cause or Board in its discretion (the Employee terminating the Employee’s employment for Good Reason:“Contingent Severance Conditions”);
(aii) The Company shall pay Solely in the event that the Contingent Severance Conditions are fulfilled, as determined by the Board in its discretion, twelve (12) months (i.e., 1x) of Executive’s target Annual Bonus for the applicable bonus year in which the termination of employment occurs, subject to standard payroll deductions and withholdings (the Employee an amount equal to the sum of “Annual Bonus Severance”); and
(iiii) eighteen twelve (1812) months of the Employeecost of Executive’s base monthly salary COBRA premiums needed to continue Executive’s medical, dental and vision insurance coverage (including coverage for eligible dependents, if applicable) (the “CIC COBRA Severance”), subject to standard payroll deductions and withholdings; provided, however, that of such amount nine (9) months of Executive’s CIC COBRA Severance shall initially be paid, and the remaining three (3) months of Executive’s CIC COBRA Severance shall only be paid in effect on the date event the Employee’s employment terminatesContingent Severance Conditions are fulfilled, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved as determined by the Compensation Committee of the BoardBoard in its discretion. The CIC Cash Severance, a Pro Rata Portion of the Employee’s Annual Cash BonusBonus Severance, if any. Subject to Section 9 below, payment shall and CIC COBRA Severance will be made paid in a lump sum within sixty (60) days following Executive’s Separation from Service, provided the Separation Agreement (as described in Paragraph 8) has become effective; provided, however, that any such portion of the CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance that are payable only upon the fulfillment of the Contingent Severance Conditions will be paid in a lump sum within sixty (60) days following the EmployeeBoard’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date determination that the Employee Contingent Severance Conditions have been fulfilled. Executive may, but is first eligible to participate in a major medical benefit program maintained by a successor employernot obligated to, and use the right CIC COBRA Severance payment toward the cost of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageCOBRA premiums.
Appears in 2 contracts
Sources: Executive Employment Agreement (Atreca, Inc.), Executive Employment Agreement (Atreca, Inc.)
Severance. Except If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall:
(a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in circumstances effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan.
(b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Employee would Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year.
(c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments and benefits if employment is terminated in connection accordance with a Change the provisions of Control as provided in Section 4 below5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the term Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement Agreement, the Employee has a Separation from Service as a result Bank agrees that payment of the Company terminating Salary and health and medical benefits shall continue for the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall Severance pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the with no right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesetoff.
Appears in 2 contracts
Sources: Employment Agreement (First National Community Bancorp Inc), Employment Agreement (First National Community Bancorp Inc)
Severance. Except in circumstances in which If Employee is asked to resign or is terminated as City Manager, then Employee shall be paid for any accrued, but unused, vacation and administrative leave, but not accrued sick leave. Subject to the provisions of California Government Code section 53260 and 53261, Employee would shall also be entitled eligible to payments receive two severance benefits: first, a cash payment equivalent to the sum of Employee’s then-current monthly base salary multiplied by six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of severance; and benefits in connection second, provided Employee timely elects COBRA coverage, reimbursement for Employee’s monthly COBRA-eligible health benefits, at then-current coverage levels, for six (6) months, with an additional one month for every full year of service thereafter up to a Change maximum of Control as provided in Section 4 belowtwelve (12) months of reimbursed COBRA coverage, in the event that during the term of this Agreement the Employee has a Separation from Service as a result and subject to Employee’s payment of the Company terminating the 2% administrative fee. Eligibility for severance benefits is expressly conditioned upon Employee’s employment without Cause or the Employee terminating the execution of (i) a waiver and release of any and all of Employee’s employment for Good Reason:
claims against City, its Councilmembers, officers, and employees, and (aii) a covenant not to sue any of those parties. The Company shall pay parties intend this provision to the Employee comply with California Government Code section 53260, which limits severance benefits to an amount equal to the sum Employee’s monthly salary multiplied by the number of (i) eighteen (18) months remaining on the unexpired term of the Employee’s base monthly salary in effect Agreement. The parties also intend this term to comply with the provisions of California Government Code section 53261, which limits health benefits, which may be continued for a maximum number of months remaining on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) unexpired term of the Employee’s Average Annual Cash Bonus, plus Agreement or until Employee finds other employment (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anywhichever occurs first). Subject to Section 9 below, The cash payment shall will be made in a lump sum sixty (60) days following based on timing set forth in the Employee’s Separation from Service.
(b) The Employee waiver and such of the Employee’s dependents release. All normal payroll taxes and withholdings as are participating as of the date of the Employee’s termination (“Covered Dependents”) required by law shall be entitled made with respect to continue any amounts paid under this section. Employee expressly agrees to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost provide notice to the Employee as active employees City within five (5) business days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employeraccepting employment elsewhere, and the right of the EmployeeCity’s dependents obligation to participate in such programs pay for any further health benefits shall terminate as of the date upon receiving notice that Employee has accepted such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageemployment.
Appears in 2 contracts
Sources: City Manager Employment Agreement, City Manager Employment Agreement
Severance. Except (i) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in circumstances in which SECTION 3.3, Executive shall, subject to the Employee would provisions of this SECTION 3.2, be entitled to payments a severance payment consisting of (A) a cash amount equal to 2.99 times the sum of the current calendar year’s Base Salary and the prior year’s Annual Cash Incentive Bonus, (B) health insurance benefits for 36 months from the termination date at no charge to Executive, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Annual Cash Incentive Bonus was paid for the year before the year in connection with which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to 2.99 times the amount of discretionary bonuses paid to Executive within the 12 month period preceding termination.
(ii) If the severance payment is to be made as result of termination by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control as provided in Section 4 belowControl, in the event that during the term of this Agreement the Employee has a Separation from Service as a result payment of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an entire cash severance amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall will be made in a lump sum sixty on Executive’s date of termination. If the Company otherwise terminates Executive without Cause or Executive otherwise terminates his employment for Good Reason, Executive shall receive half of the cash severance amount in a lump sum within 15 days after the date of termination and half the number of months of health insurance benefit continuation. Executive shall not be entitled to the remainder of the cash severance payment, or the second half of health insurance benefits continuation, unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment and an extension of health insurance benefits, in which event Executive shall be entitled to the additional health insurance benefits and the remainder of the cash severance payment, payable in a lump sum within 15 days after the date of the conclusion of 50% of the Non-Compete Term.
(60iii) days Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the Employee’s Separation from Serviceamounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual.
(b) The Employee If Executive’s employment is terminated because of death or Permanent Disability Executive, in the case of Permanent Disability, or to his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: (i) his pro rata Base Salary and such of the Employee’s dependents as are participating as of pro rata Target Annual Cash Incentive Bonus through the date of termination for the Employeeyear in which the termination occurs, plus a lump sum amount equal to the greater of: (1) the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or (2) 12 months of Base Salary plus his Target Annual Cash Incentive Bonus for the year of termination; and (ii) full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained employment is terminated because of death or Permanent Disability Executive’s family members covered by the Company from time group health plan shall be reimbursed for group health plan continuation coverage they elect to time receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for its employees on the same basis and at the same cost up to 36 months, provided a member of Executive’s family provides timely notice to the Employee as active employees health plan administrator of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself death or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragePermanent Disability.
Appears in 2 contracts
Sources: Employment Agreement (Crimson Exploration Inc.), Employment Agreement (Crimson Exploration Inc.)
Severance. Except in circumstances in which 6.01 The Company, its successors or assigns, will pay Executive as severance pay a lump sum (the Employee would “Severance Payment”) amount equal to 12 months of Executive’s monthly Base Salary at the time of Executive’s termination if (a) the employment of Executive is terminated by the Company without Cause at any time, or (b) Executive terminates his employment for “Good Reason” at any time. For the purposes of this Section 6.01 such termination may occur at any time during the Term, whether before, on, or after the Termination Date and “Good Reason” shall be entitled to payments and benefits in connection with a Change of Control as provided defined in Section 4 below, 6.03. Nothing in this Section 6.01 shall limit the event that during the term of this Agreement the Employee has a Separation from Service as a result authority of the Company terminating the Employee’s employment without Cause or the Employee terminating the EmployeeBoard to terminate Executive’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months Cause in accordance with Section 5.03. Payment of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance Payment pursuant to Section 9 below6.01, payment less customary withholdings, shall be made in a one lump sum sixty (60) days on the 30th day following Executive’s termination or resignation. In addition, the Employee’s Separation from Service.
(b) The Employee and such Severance Payment shall be reduced by the amount of cash severance-type benefits to which Executive may be entitled pursuant to any other cash severance plan, agreement, policy or program of the Employee’s dependents as are participating as Company or any of its subsidiaries; including any payment for post-employment restrictions, provided, however, that if the date amount of cash severance benefits payable under such other severance plan, agreement, policy or program is greater than the Employee’s termination (“Covered Dependents”) shall Severance Payment payable pursuant to this Agreement, Executive will be entitled to continue to participate in receive the major medical amounts payable under such other plan, agreement, policy or program which exceeds the Severance Payment. Without limiting other payments which would not constitute “cash severance-type benefits” hereunder, any cash settlement of stock options, accelerated vesting of stock options and dental benefit plans sponsored retirement, pension and maintained by the Company from time to time other similar benefits shall not constitute “cash severance-type benefits” for its employees on the same basis and at the same cost to the Employee as active employees purposes of the Company and their dependents for a maximum period equal to the number of months for which this Section 6.01.
6.02 If the Company is obligated to pay the Employee’s base salary Severance Payment provided in Section 6.01, and if Executive timely elects to continue his group health and dental insurance coverage pursuant to Section 3(a) above. Should applicable COBRA/continuation law and the Employee for himself or herself or his or her Covered Dependents elect to continue participation in terms of the Company’s respective benefit plans, the end Company will pay on Executive’s behalf the premiums for such coverage for the lesser of 12 months or such continued participation, rather than the termination of the Employeetime as Executive’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA COBRA/continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerrights expire, and cause the right immediate vesting of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany unvested stock options then held by Executive.
Appears in 2 contracts
Sources: Executive Employment Agreement (Granite City Food & Brewery LTD), Executive Employment Agreement (Granite City Food & Brewery LTD)
Severance. Except in circumstances in which the Employee would be entitled (a) Upon termination of General Manager’s employment by District pursuant to payments Section 15(a) herein, and benefits in connection with a Change of Control as provided in Section 4 below, if General Manager timely executes and delivers to District an original Separation Agreement and General Release in the event that during the term of this form attached hereto as Attachment 4, and does not thereafter timely exercise his right to revoke said Separation Agreement the Employee has and General Release, General Manager shall receive his earned income and a Separation from Service severance allotment as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollows:
(a1) The Company Cash for all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the effective date of termination; and A severance allotment as follows: An amount equal to six (6) months’ salary of General Manager and six (6) months of medical insurance and life insurance benefits on the same basis as District is providing such benefits immediately prior to termination of employment. However, if the unexpired term of the Employment Agreement is less than six (6) months, the severance allotment shall pay to the Employee be in an amount equal to the sum of (i) eighteen (18) months of the EmployeeGeneral Manager’s base monthly salary in effect multiplied by the number of full months left on the date unexpired term of this Employment Agreement along with the Employee’s employment terminates, (ii) one hundred fifty percent (150%) corresponding medical and life insurance benefits for such number of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anymonths. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.MCSD GM Agreement 1107555.1 7
(b) The Employee and such Notwithstanding the foregoing in Section 16(a), if the basis for the "just cause" for termination pursuant to Section 15(a) herein is that the General Manager engaged in any of the Employeeactivities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s dependents employment for such reason(s), General Manager shall receive his earned income as are participating follows:
(1) Cash for ail uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the Employee’s termination termination; and
(“Covered Dependents”2) No severance allotment shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees paid.
(c) Upon termination of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeGeneral Manager’s base salary employment pursuant to Section 3(a15(b) above. Should the Employee herein, General Manager shall receive his earned income as follows:
(1) Cash for himself or herself or his or her Covered Dependents elect to continue participation all uncompensated accrued earnings and vacation and sick leave (in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate accordance with Section 7 herein) as of the effective date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate termination ; and
(2) No severance allotment shall be paid.
(d) Upon expiration of the term of the Agreement without a renewal by the District, General Manager shall receive his earned income as follows:
(1) Cash for all uncompensated accrued earnings and vacation and sick leave (in such programs shall terminate accordance with Section 7 herein) as of the effective date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit programof the termination; and
(2) No severance allotment shall be paid. As a condition to the Employee’s rights under 1107555.1
(e) In accordance with Government Code Sections 53243 and 53243.2, and notwithstanding any other provision of this Section 3(b)Agreement, the Employee agrees to promptly notify parties hereto agree as follows:
(1) To the Company extent, if either any, that General Manager is paid leave salary and benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is convicted of a crime involving an abuse of his office or position; and
(2) If General Manager receives any severance allotment or other cash settlement from District upon termination of this Agreement, General Manager shall fully reimburse District for such severance allotment or cash settlement if General Manager is convicted of a crime involving an abuse of his office or position. For purposes of this subsection (e) the Employee phrase "abuse of office or his or her dependents who continue to participate position" shall have the meaning as set forth in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageGovernment Code Section 53243.4.
Appears in 2 contracts
Sources: General Manager Employment Agreement, General Manager Employment Agreement
Severance. Except in circumstances in which If (x) within six months after the Employee would be entitled to payments and benefits in connection with Effective Date, the Company consummates a Change in Control, and (y) upon or subsequent to the consummation of such Change in Control as provided in Section 4 belowand prior to the first anniversary of the Effective Date, in the event that during the term of this Agreement the Employee has Executive incurs a Separation from Service as by reason of a result termination of the Company terminating the EmployeeExecutive’s employment by the Company without Cause or by the Employee terminating the Employee’s employment Executive for Good Reason, then, subject to the Executive signing, within fifty (50) days following the Termination Date, and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Company shall:
(ai) The Company shall pay Pay to the Employee Executive, in equal installments over the twenty-four (24) month period following the Termination Date in accordance with the Company’s regular payroll practice, an amount equal to the sum Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his or her employment hereunder for a period of twenty-four (i) eighteen (1824) months of following the Employee’s base monthly salary in effect Termination Date, which amounts shall be payable commencing on the Company’s first payroll date occurring on or after the Employee’s employment terminates60th day following the Termination Date (the “First Payroll Date”), and any amounts that would otherwise have been paid pursuant to this Section 3(a)(i) prior to such payroll date shall be paid in a lump-sum on the First Payroll Date; and
(ii) one hundred fifty percent Pay to the Executive an amount equal to two (150%2) of times the EmployeeExecutive’s Average Target Annual Cash Bonus, plus (iii) if approved by payable in a lump-sum on the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyFirst Payroll Date. Subject to Each payment under this Section 9 below, payment 3 shall be made in treated as a lump sum sixty (60) days following separate payment for purposes of Code Section 409A. The payments under this Section 3 shall not be deemed salary or other compensation to the Employee’s Separation from Service.
(b) The Employee and such Executive for the purposes of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall computing benefits to which he or she may be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees under any pension plan or other arrangement of the Company and their dependents or its Affiliates maintained for a maximum period equal to the number benefit of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself its employees, unless such plan or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragearrangement expressly provides otherwise.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Vought Aircraft Industries Inc), Change in Control Severance Agreement (Vought Aircraft Industries Inc)
Severance. Except Upon termination of employment pursuant to Sections 8.2 or 8.4 (but in circumstances any event not upon termination of this Agreement pursuant to Sections 8.1, 8.3, 8.5 or upon expiration of this Agreement or otherwise), and so long as the Executive executes a release in which the Employee would Company’s customary form and the Executive has not breached any of his representations or covenants set forth herein, the Company shall pay to Executive, in addition to any other payments the Executive may be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in pursuant to the event that during the term terms of this Agreement Agreement, the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing:
(a) The Company shall pay to the Employee an amount equal to the sum greater of (ix) eighteen (18) months the amount of Base Salary due and owing Executive through the expiration of the Employee’s base monthly salary in effect on Term (such amount to be calculated based upon his then current Base Salary), and (y) one (1.25) times his then applicable Base Salary, and
(b) an amount equal to a pro rata portion (based upon the portion of the Fiscal Year elapsed to the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%of such termination) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved Bonus which would have been payable to the Executive had Executive been employed by the Compensation Committee of Company under this Agreement for the Boardentire Fiscal Year in which such termination occurs. All amounts payable pursuant to Sections 8.2(c), a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment 8.2(d) or 9(a) shall be made paid to Executive in a lump sum sixty in cash, not later than ten (6010) days following after the Employeedate of termination of this Agreement. Amounts, if any, payable pursuant to Section 9(b) shall be paid to Executive in a lump sum in cash, simultaneously with the payment, if any, of Annual Bonus to the Company’s Separation from Serviceother executives, for the applicable Fiscal Year in which this Agreement is terminated.
(bc) The Employee aggregate of all payments or benefits made or provided to Executive, in either cash and/or equity compensation, provided, if applicable, under Sections 8 and such 9 of this Agreement and under all other plans and programs of the EmployeeCompany shall be referred to as the “Aggregate Payment”.
(d) In the event that the Aggregate Payment is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Code and an Excise Tax is thereafter applicable, then if reducing the Aggregate Payment to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment becomes subject to Excise Tax, results in the net after-tax amount to be received by the Executive being greater than the net after-tax amount to be received by the Executive prior to such reduction when taking into account the Excise Tax which would be paid by the Executive, then the Aggregate Payment shall be reduced (first by reducing cash payments and then by reducing any payments or benefits under any other Plan, arrangement or agreement) to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment become subject to Excise Tax.
(e) Any calculations and/or determinations which are required to be made in order to give effect to the provisions of Section 9(d) above shall be made by the Company’s dependents independent auditor or, if such independent auditor is unwilling or unable to serve in this capacity, such other nationally recognized accounting or tax firm selected by the Company with the consent of the person serving as are participating as the Chief Executive Officer of the Company immediately prior to the Change of Control, which consent shall not be unreasonably withheld.
(f) Upon termination of employment pursuant to Sections 8.2(a), 8.2(b), 8.2 (e) or 8.4, then the Executive’s unvested equity issued by the Company to Executive prior to the date of the Employee’s termination (“Covered Dependents”) termination, shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents vest for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(aone (1) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than year from the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageemployment date.
Appears in 2 contracts
Sources: Employment Agreement (Aeropostale Inc), Employment Agreement (Aeropostale Inc)
Severance. Except Provided Executive signs and delivers, and does not revoke, a general release in circumstances in which the Employee would be entitled a form acceptable to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesits sole discretion, (iix) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive a severance payment equal to participate in the major medical and dental benefit plans sponsored and maintained two (2) weeks of base salary for every full year that Executive was employed by the Group, subject to a minimum payment of twenty-six (26) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company from time to time for its employees on the same basis and at the same cost will make payments to the Employee as active employees of insurance provider(s) equal to the Company and their dependents amount due for Executive’s COBRA coverage payments for a maximum period of time equal to the number of months for which weeks of Executive’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks base salary because he/she has been employed by the Company is obligated for fifteen (15) years, the Company will make monthly payments to pay the Employee’s base salary pursuant COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to Section 3(areceive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) above. Should days following the Employee for himself or herself or his or her Covered Dependents elect expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to continue participation in the Company’s plans, and allowed the revocation period therefor to expire, by the end of such continued participationthe Notice Period. The release agreement will provide, rather than among other things, for the termination general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the Employee’s employmentrelease confidential, subject to appropriate carve outs as required by law. Executive shall not be considered entitled to any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the qualified event for purposes extent that Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee relevant plan documents or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageapplicable law.
Appears in 2 contracts
Sources: Employment Agreement (FGL Holdings), Employment Agreement (Fidelity & Guaranty Life)
Severance. Except in circumstances If employment with the Company should be terminated by the Company for Cause, or by the Employee without Good Reason (in which case the Employee would will provide not less than ninety (90) days written notice to the Board), and if there has not been a “Change in Control” within the prior twelve (12) months, no further compensation will be entitled payable to payments Employee other than Employee’s base salary, any bonus earned but unpaid for the immediately preceding annual performance period and benefits other compensation accrued and payable through the date of such termination. If employment with the Company should be terminated (i) within twelve (12) months of a “Change in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result Control” of the Company terminating the Employee’s employment or (ii) without Cause or the Employee terminating the Employee’s employment for Good Reason:
, the Company agrees that Employee will be paid severance compensation, in equal amounts over a period of eighteen (a18) The Company shall pay to months in accordance with the Employee Company’s normal payroll practices, an amount equal to the sum of (i) eighteen (18) months of the Employee’s then current monthly base monthly salary in effect plus a pro-rated amount of any bonus that would have been earned under the Company’s short-term incentive plan (based on the date the Employee’s last day of employment terminatesand all applicable performance) provided all applicable performance conditions are met. In addition, if Employee elects to continue Employee’s health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act (iiCOBRA), the Company shall pay (or reimburse to Employee) one hundred fifty percent (150%) the “employer share” of the COBRA premiums at the same level as was contributed by the Company during Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the employment. Employee’s Annual Cash Bonusreceipt of any such severance payment or COBRA premium is subject to execution by Employee and C▇▇▇▇▇▇▇ of an agreement achieving mutually acceptable terms on matters such as:
(a) return of all C▇▇▇▇▇▇▇ property, if any. Subject to Section 9 belowdocuments, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.or instruments;
(b) The Employee and such no admission of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees liability on the same basis part of C▇▇▇▇▇▇▇;
(c) general release of any and at the same cost to the Employee all claims;
(d) non-disclosure as active described in this Agreement;
(e) non-solicitation of employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(acustomers as described in this Agreement;
(f) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation non-competition as described in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate this Agreement;
(g) cooperation as described in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageAgreement; and
(h) mutual (bi-lateral) non-disparagement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Crawford & Co), Executive Employment Agreement (Crawford & Co)
Severance. Except in circumstances in which Upon the Employee would layoff of an employee covered by this Agreement, the employee shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing:
(a) The Company shall pay to the Employee an amount equal to the sum Pay in lieu of prior notice not given by Anixter Center,
(ib) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash BonusAccrued annual leave, if any. Subject to Section 9 belowIn the event of an employee’s dismissal, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) he/she shall be entitled to continue only accrued annual leave, unless an employee has not passed his/her probationary period in which event the employee would not be entitled to participate any annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is defined as identical pay and reasonably similar qualifications as the position the employee formerly held. In the event the employee rejects an offer of a comparable job, the employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the major medical event of a layoff shall be as follows:
1 year but less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and dental benefit plans sponsored and maintained by the Company from time to time for its employees on over 25 days Severance pay will be paid out in the same basis and at manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the same cost applicable limit shown above is reached, or (b) when a comparable opening is offered to the Employee employee, whichever occurs first. An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as active employees outlined above, in any 12 month period regardless of the Company and their dependents for a maximum period equal to the number of months for which times the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall employee may be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragelaid off.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
Severance. Except in circumstances in which (a) Subject to Section 12, if the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in Company terminates the event that during the term of this Agreement the Employee has a Separation from Service Executive's employment (other than For Cause or as a result of the Company terminating the EmployeeExecutive’s employment without Cause death or Disability) pursuant to Section 10(a), or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason pursuant to Section 10(b):
(ai) The Company shall (subject to Section 11(b) below):
(A) pay or cause to be paid to the Employee Executive a lump-sum payment, within ten (10) calendar days of the Termination Date, in an amount equal to the sum of (ix) eighteen any unpaid Base Pay through the Termination Date, (18y) months payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Termination Date;
(B) pay or cause to be paid to the Executive an amount equal to the sum of (I) 100% of the Employee’s base monthly salary Executive's Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 10 (b)(i)(B) hereof, whichever is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's last payroll date of each of the first twelve (12) calendar months commencing immediately following the 60th day following the Termination Date; and
(C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if the Executive is a Specified Employee’s employment terminates, except to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) the expiration of the six-month period measured from the Separation from Service Date and (II) the date of the Executive's death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's Separation from Service Date (or the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein;
(ii) one hundred fifty percent (150%) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the EmployeeGENBAND Entities or any successor entities of, the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA") (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of the Executive) for so long as the Executive or, as appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as contemplated pursuant to COBRA and the relevant group health plan of the GENBAND Entities, but i n no event longer than twelve (12) months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive's taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s Average Annual Cash Bonusright to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive remits the related taxes, plus and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such tax gross-ups; and
(iii) if approved by the Compensation Committee If such termination of the BoardExecutive's employment occurs within twelve (12) months after a Change in Control, a Pro Rata Portion notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Employee’s Annual Cash BonusTermination Date shall, if any. Subject without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to Section 9 belowthe extent such Equity Awards have not otherwise vested, payment shall be made in a lump sum sixty (60) days following automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Employee’s Separation from ServiceTermination Date.
(b) The Employee and such GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the Employee’s dependents Department of Treasury Regulations and (ii) the Executive's execution and delivery of a release, in substantially the form attached hereto as are participating Exhibit A, on or prior to the 60th day following the Termination Date, which has not been revoked by the Executive prior to, and cannot be revoked by the Executive after, such 60th day. Further, for purposes of Section 409A, the Executive's right to receive installment payments pursuant to this Section 11 shall be treated as a right to receive a series of separate and distinct payments.
(c) Notwithstanding any other provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any expiration of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical Employment Term and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event Executive's employment for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany reason whatsoever.
Appears in 2 contracts
Sources: Employment Agreement (Ribbon Communications Inc.), Employment Agreement (Ribbon Communications Inc.)
Severance. Except in circumstances in which (a) If Executive’s employment is terminated, at the Employee would Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or by Executive for Good Reason, Executive shall be entitled to receive severance payments equal to twelve (12) months of Executive’s Base Salary and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employeepremiums associated with continuation of Executive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay benefits pursuant to COBRA to the Employee an amount equal to extent that he is eligible for them following the sum termination of (i) his employment; provided that if anytime within eighteen (18) months after a Change of Control either (i) Executive is terminated, at the EmployeeCompany’s base monthly salary in effect on the date the Employeeelection at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or (ii) Executive terminates this Agreement for “Good Reason,” Executive shall be entitled to receive severance payments equal to: (i) two (2) years of Executive’s employment terminatesBase Salary, (ii) one hundred fifty percent (150%) of the EmployeeExecutive’s Average most recent Annual Cash BonusBonus payment, plus and (iii) if approved by the Compensation Committee premiums associated with continuation of Executive’s benefits pursuant to COBRA to the Board, extent that he is eligible for them following the termination of his employment for a Pro Rata Portion period of the Employee’s Annual Cash Bonus, if anyone (1) year after termination. Subject to Section 9 below, payment All severance payments shall be made in a lump sum sixty (60) within ten business days following of Executive’s execution and delivery of a general release of the Employee’s Separation from ServiceCompany, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form acceptable to the Company.
(b) The Employee and such Notwithstanding the foregoing, Executive agrees that in the event that all or a portion of any payment described in Subparagraph (b) of this Section 7 constitutes nonqualified deferred compensation within the meaning of Section 409A of the Employee’s dependents Internal Revenue Code of 1986, as are participating as amended (the “Code”), and Executive is at such time a specified employee, such payment or payments that constitute nonqualified deferred compensation within the meaning of the Code shall not be made prior to the date which is six (6) months after the date Executive separates from service (within the meaning of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bCode), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 2 contracts
Sources: Employment Agreement (Fibrocell Science, Inc.), Employment Agreement (Fibrocell Science, Inc.)
Severance. Except in circumstances in which the Subject to Section 9(a), Employee would will be entitled to receive continued payments of Employee’s base salary (as in effect immediately prior to such termination) for a period of twelve (12) months (the “Severance Period” and benefits such payments, “Severance Payments”), less applicable withholding payable in connection accordance with the Company’s normal payroll policies. Notwithstanding the foregoing, Severance Payments shall commence to be paid immediately following Release Date (provided if the Release Period spans two calendar years, immediately following January 1 of the second calendar year, if later than Release Date), with the first payment containing all of the Severance Payments which should have been paid prior to such date but were not paid. Notwithstanding the foregoing and except as provided by the following sentence, if during the Severance Period Employee breaches the covenants in Section 6 or in the Release and, if applicable, his Change in Control Non-Competition Agreement (a Change “Breach”), all payments pursuant to this subsection will immediately cease effective as of Control the first date of a Breach of the applicable covenants (the “Breach Date”). Notwithstanding the preceding sentence, if payment of the severance amounts is delayed in accordance with Section 9(a) of this Agreement, the Company’s obligation to make Severance Payments to Employee during the Severance Period shall not terminate pursuant to the preceding sentence (i.e., upon the Breach Date) with respect to any Severance Payments that have been accrued prior to the Breach Date in accordance with Section 9(a) of this Agreement and such accrued Severance Payments shall be paid in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment (or such earlier date as provided in Section 4 below, in the event that during the term 9(a) of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceAgreement).
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 2 contracts
Sources: Severance Agreement (Giga Tronics Inc), Severance Agreement (Giga Tronics Inc)
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in In the event that during the term of this Agreement Executive is terminated pursuant to Subsection 3 (d), (e) or (f), and the Employee Executive has executed a Separation from Service as a result Company release substantially in the form of the Company terminating attached Exhibit A, then the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee Executive, as a severance allowance, (A) an amount equal to the sum of (i) eighteen (18) 12 months of the EmployeeExecutive’s base monthly salary then current Salary plus (B) an amount equal to one-twelfth of the Executive’s then current calculated bonus, determined by taking the maximum amount of bonus in effect on for the date then current year times the EmployeeExecutive’s employment terminatesindividual goal performance score from the previous year, (ii) one hundred fifty percent (150%) for each month of the Employee’s Average Annual Cash Bonus, current plan year during which the Executive was employed plus an additional 12 months and (iiiC) if approved by the Compensation Committee a continuation of the Boardwelfare benefits of health care, a Pro Rata Portion life and accidental death and dismemberment, and disability insurance coverage (collectively, “Supplemental Benefits”) for 12 months after the effective date of the Employee’s Annual Cash Bonus, if anytermination. Subject to Section 9 below, payment These benefits shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and provided at the same cost to the Employee Executive (if any), and at the same coverage level, as active employees in effect as of the Company Executive’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all management employees with respect to Supplemental Benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The amount of the severance allowance provided for in subsections (A) and their dependents for a maximum period (B) of this Section 4 shall be paid in equal installments over the severance period. Notwithstanding anything to the number contrary contained herein, in the event the Executive elects to receive (pursuant to the operation of Section 2) 12 months for which of his/her then current salary following a change in control event and Executive’s voluntary or involuntary termination, then Executive shall not be entitled to any payment of severance pursuant to this Section 4. In the Company event a change in control occurs and the Executive is obligated not entitled to pay the Employee’s base 12 months of his/her then current salary pursuant to Section 3(a) above. Should 2, then the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, Executive shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible be entitled to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under receive severance payments per this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage4.
Appears in 1 contract
Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates her employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive her Accrued Benefit. The Employers shall also pay the Executive her Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination,
(ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.0 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date the Employee’s employment terminates, Date of Termination; and
(ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and her dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and
(iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service.
(b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained by second calendar year no later than the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.
Appears in 1 contract
Sources: Employment Agreement (Behringer Harvard Multifamily Reit I Inc)
Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination,
(ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.6 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date Date of Termination (or the EmployeeExecutive’s employment terminatesIncentive Compensation determined immediately prior to the Change in Control, if higher); and
(ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and
(iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service.
(b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained second calendar year by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.
Appears in 1 contract
Sources: Employment Agreement (Behringer Harvard Reit I Inc)
Severance. Except in circumstances in which If, during the Employee would be entitled to payments and benefits in connection with Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Control as provided in Section 4 belowEmployment, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
either (a) The Company shall by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, upon her Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges she is not eligible for due to this Agreement) severance to the Employee Executive in an amount equal to one (1) times her Annual Base Salary then in effect (the sum “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive’s Termination of Employment (ithe “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Severance Pay shall commence on the first payroll period (the “Initial Payment”) eighteen occurring on or after the 60th day following the Executive’s Termination of Employment (18) months the “Severance Delay Period”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Employee’s base monthly salary in effect on Severance Payment Period subject to the date provisions of this Agreement. If the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive Severance Pay pursuant to participate this Section 4.2, then, in the major medical and dental benefit plans sponsored and maintained by the Company from time addition to time for its employees on the same basis and at the same cost any Severance Pay payable to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary Executive pursuant to this Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans4.2, the end of Employer shall, until such continued participationtime as the Executive is eligible for Medicare, rather than the termination of the Employee’s employmentor some similar health care coverage provided by state or federal governments, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first or eligible to participate in a major medical benefit program maintained or be covered by a successor employerthe health plans of any employer other than the Employer, and pay on the right Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by the Employee’s dependents Executive for her individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to participate in such programs shall terminate as procure family coverage being the sole responsibility of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.the
Appears in 1 contract
Severance. Except In the event that Employee is subject to a Change in circumstances in which the Control Involuntary Termination, Employee would shall be entitled to receive severance benefits as follows: (A) a lump sum cash severance payment equal to two (2) times the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payment shall be paid on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum cash payment equal to two (2) times Employee’s Target Annual Bonus; and (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty-four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that any payments and benefits under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in connection with a Change all cases to Employee’s release of Control claims against the Company as provided set forth in Section 4 below1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee is likely to cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Health Care and Education Reconciliation Act of 2010 (the Employee terminating “Healthcare Reform Act”), the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment and up to three (“Covered Dependents”3) shall be entitled months of outplacement services not to continue to participate exceed $5,000 per month (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Employee, provided Employee as active employees commences such services within ninety (90) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary Change in Control Involuntary Termination date). For the avoidance of doubt, if any payments or benefits have been provided pursuant to Section 3(a2(b)(ii) above. Should and this Section 2(a)(ii) becomes applicable, such payments or benefits shall directly reduce the Employee for himself payments and benefits due hereunder and no further payments or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, benefits shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right provided pursuant to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b2(b)(ii), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 1 contract
Severance. Except 1. A full time Faculty Member shall be deemed severed if s/he has been laid off for lack of work based upon seniority or if s/he had an involuntary status reduction and chooses to resign instead of taking an involuntary status reduction.
2. The Employer agrees to provide severance pay to those eligible under paragraph 1 above based on the following conditions:
a. A severed Faculty Member may either choose to receive severance pay as described below or choose to remain on the recall list. Within eighteen months, a faculty member who chooses to remain on the recall list may choose to remove his/her name from the recall list and receive severance pay. AiNYC shall notify the individual Faculty Member in circumstances in which writing at least two weeks prior to the Employee would be entitled last day of employment.
b. Faculty Members with at least one (1) year of seniority but less than five (5) years of seniority on their last day of work, will receive severance equal to payments and benefits in connection one month’s salary. Faculty Members with five (5) years, but less than ten (10) years of seniority on their last day of work, will receive severance equal to two months’ salary. Faculty Members with ten (10) or more years of seniority on their last day of work, will receive severance equal to three months’ salary. If a Change of Control as provided in Section 4 below, in the event that Faculty Member is severed during the term first year of this Agreement employment, but after the Employee has a Separation from Service probationary period, severance will equal one-half month’s (11 days) salary. Those full time Faculty Members permanently laid off who will lose their jobs as a result of the Company terminating decision to shut down the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Closing Programs” shall be entitled to continue to participate Severance Pay in accordance with this Article 19, but the major medical and dental benefit plans sponsored and maintained by term “one month’s salary” for each such Faculty Member shall be based upon the Company from time to time for its employees Faculty Member’s placement on the same basis and at 4 class or 5 class grid as of September 7, 2012, or as of October 1, 2012, whichever is the same cost higher salary.
3. If employment is terminated due to a voluntary resignation, for just cause or because the Faculty Member no longer meets the requirements of Article 22, Paragraph 3, no severance benefits will be paid. The phrase “or because the Faculty Member no longer meets the requirements of Article 22, Paragraph 3”, shall not be used to deny severance to those Faculty Members being permanently laid off solely as a result of the decision to shut down the “Closing Programs”.
4. Any outstanding advances or money owed to the Employee as active employees of School, for any reason, will be deducted from the Company and their dependents for a maximum period equal severance payment. In addition to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansseverance payments, the end of such continued participation, rather than the termination of the Employee’s employment, Faculty Member shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingpaid his/her accrued, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate but unused vacation in a major medical benefit program maintained by lump sum.
5. All School property must be returned before the severance payment is issued.
6. All Faculty Members leaving the School on a successor employer, and the right of the Employee’s dependents voluntary basis are expected to participate in such programs shall terminate as of the date that such dependents are first eligible give two weeks’ notice to participate in an alternative employer sponsored major medical benefit programtheir supervisor.
7. As a condition of receiving severance, a Faculty Member must waive any right to recall and execute a release in the form acceptable to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageEmployer.
Appears in 1 contract
Sources: Collective Bargaining Agreement
Severance. Except in circumstances in which (a) Subject to Section 21 hereof, if (i) the Employee would Company terminates the employment of the Executive prior to December 31, 2009 against his will and without Cause, or (ii) the Executive terminates his employment prior to December 31, 2009 for Good Reason, then (A) Executive shall be entitled to payments and benefits in connection with receive base salary, incentive cash compensation (determined on a Change of Control pro-rated basis as provided in Section 4 below5(d) hereof as to the year in which the Termination Date occurs), pay for accrued but unused vacation time, and reimbursement for expenses pursuant to Section 13 hereof through the Termination Date plus the balance of the Executive's specified base salary hereunder to December 31, 2009, and (B) notwithstanding the vesting and exercisability provisions otherwise applicable to the New Options and the restrictions applicable to the Restricted Shares, all of such options shall be fully vested and exercisable upon such termination and shall remain exercisable for the remainder of their terms and all of the Restricted Shares shall thereon become immediately and fully vested. Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall pay the cash amounts provided for in this paragraph within thirty (30) days after the event that during six (6) month anniversary of the term date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs). Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any period following the Termination Date if the Executive shall have materially violated the provisions of Section 18, 19, or 20 of this Agreement and such violation is not cured within thirty (30) days following receipt of written notice from the Employee has Company containing a Separation from Service as a result description of the Company terminating violation and a demand for immediate cure.
(b) Subject to Section 21 hereof, if (A) the Employee’s Executive voluntarily terminates his employment without Cause or the Employee terminating the Employee’s employment prior to December 31, 2009 other than for Good Reason:
Reason or (aB) the Executive's employment is terminated by the Company prior to December 31, 2009 for Cause, then the Executive shall be entitled to receive salary, pay for accrued but unused vacation time, and reimbursement of expenses pursuant to Section 13 hereof through the Termination Date only; vesting of the New Options and the Restricted Shares shall cease on such Termination Date; any then un-vested New Options shall terminate (with the then-vested New Options and options issued pursuant to prior agreements remaining vested and exerciseable for the remainder of their terms); and this occurrence shall be a triggering event for purposes of the Forfeiture/Repurchase Right as provided in Section 7(b)(i), above. The Company shall pay the cash amounts provided for in this paragraph within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused vacation time shall be paid as soon as practicable following such termination, and that to the Employee an amount equal extent that Section 409A of the Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of the six (6) month delay described above with respect to any other cash amounts provided for in this paragraph, the sum Company shall pay such cash amounts within thirty (30) days after the date of such termination (but no later than the end of the calendar year in which such termination occurs).
(c) Subject to Section 21 hereof, if the Executive's employment is terminated prior to December 31, 2009 due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) eighteen salary, reimbursement of expenses pursuant to Section 13 hereof, and pay for any unused vacation time accrued through the Termination Date; (18ii) months a pro-rated amount of incentive cash compensation for the Employee’s fiscal year in which the Termination Date occurs (determined as provided in Section 5(d) hereof); and (iii) a lump sum equal to base monthly salary at the rate in effect on the date of such termination for the Employee’s employment terminates, lesser of (iia) one hundred fifty percent twelve (150%12) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
months and (b) The Employee and the remaining term of this Agreement at the time of such termination. In such case, vesting of the Employee’s dependents as are participating as New Options and Restricted Shares shall cease on such Termination Date, and any then un-vested New Options shall terminate (with the then-vested New Options and options issued pursuant to prior agreements remaining vested and exerciseable for the remainder of the date of the Employee’s termination (“Covered Dependents”) their terms); and this occurrence shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified triggering event for purposes of the Employee’s and Forfeiture/Repurchase Right as provided in Section 7(b)(i), above. Except to the Covered Dependents’ right extent that more time is required to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingdetermine any of the incentive compensation amounts, the right of Company shall pay the Employee cash amounts provided for in this paragraph on the thirtieth (30th) day following the Executive's death, or if termination is due to continue to participate in such programs shall terminate as Disability, within thirty (30) days after the six (6) month anniversary of the date that of such termination (but no later than the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right end of the Employee’s dependents calendar year in which such six (6) month anniversary occurs); provided, however, that to participate in such programs shall terminate as the extent that Section 409A of the Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of the six (6) month delay described above with respect to any cash amounts provided for in this paragraph upon termination due to Disability, the Company shall pay such cash amounts within thirty (30) days after the date that of such dependents are first eligible to participate termination (but no later than the end of the calendar year in an alternative employer sponsored major medical benefit program. As a condition which such termination occurs).
(d) In addition to the Employee’s rights under this provisions of Section 3(b12(a), 12(b), or 12(c), hereof, as the Employee agrees case may be, to promptly notify the Company extent COBRA shall be applicable or as provided by law, the Executive shall be entitled to continuation of group health plan benefits for the periods provided by law following the Termination Date if either the Employee Executive makes the appropriate election and payments.
(e) Subject to Section 21 hereof, the Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or his or her dependents who continue to participate other benefits other than those specifically set forth in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragethis Agreement.
Appears in 1 contract
Sources: Employment Agreement (Nastech Pharmaceutical Co Inc)
Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the EmployeeExecutive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonis terminated:
(a) The as a result of Sections 6.01(b) or 6.01(c), then the Company shall pay to the Employee an amount equal Executive or his estate, as the case may be, his full Base Salary for a period of six (6) months from the date of termination, and, for a period of one-year following the date of termination, the Company shall continue to provide or arrange to provide the Executive and his dependents with life, disability, accident and health insurance benefits substantially similar to those provided to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on Executive immediately prior to the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Servicetermination.
(b) The Employee as a result of Sections 6.01(d) or 6.01(e), then the Company shall pay to the Executive (i) his full Base Salary, pro-rated bonuses for the current year and Benefits prorated through the effective date of termination and (ii) additional Base Salary, payable in accordance with the Company’s then current payroll policies and practices, plus additional Benefits, for the period from the date of termination until one year after the date of termination (provided, however, if participation by the Executive in any Benefit plan or program after the termination of his employment is not permitted under such plan or program, then the Company will provide him with the equivalent benefits); the Executive shall be reimbursed for any expenses incurred by him pursuant to Section 4.04 through the effective date of such termination. In addition, provided that any level of the Employee’s dependents performance milestones as are participating set forth on Schedule I for the first twelve (12) months through December 31, 2008 have been achieved, all remaining options granted to the Executive shall immediately vest and be exercisable as of the date of termination, and for a period from the Employee’s date of termination until the later of the date on which the Initial Term would have expired and one-hundred-eighty (“Covered Dependents”180) days after the date of termination. The Company shall be entitled obligated to continue pay the full amount of any severance owing to participate in the major medical Executive pursuant to this Section 6.02(b) irrespective if executive obtains employment during such severance period and dental benefit plans sponsored there shall be no offset to any severance amounts payable as a result of such new employment.
(c) as a result of Sections 6.01(a) or 6.01(f), then the Company shall pay to the Executive his full Base Salary and maintained Benefits prorated through the date of termination, the Executive shall be reimbursed for any expenses incurred by him pursuant to Section 4.04 through the termination date, and all unvested or unexercised options shall expire as of the date of termination. If such Executive’s employment is terminated as a result of Section 6.01 (a), Section 6.01(f), or a violation of Section 5.03, any options exercised by the Executive within three months prior to the date of termination can be repurchased by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents Executive for a maximum period equal to the number ▇▇▇▇ purchase price of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage$1.00.
Appears in 1 contract
Sources: Employment Agreement (Knobias, Inc.)
Severance. Except In the event that Employee is subject to a Change in circumstances in which the Control Involuntary Termination, Employee would shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) (if Employee is not the CEO)] [twenty-four (24) (if Employee is the CEO)] months after the effective date of the termination (for purposes of this Section 2(a)(ii), the “Severance Period”) equal to the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (B) a lump sum payment equal to [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the full cost of the health insurance benefits provided to Employee immediately prior to the Change in connection with a Change Control pursuant to the terms of Control the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The payments to be provided under clauses (a)(i) and (a)(ii) shall be paid or commence to be paid within sixty (60) days of Employee’s termination of employment (subject to Employee’s release of claims against the Company as set forth in Section 4 below1(a)); provided that if the sixty (60) day period commences in one calendar year and ends in a second calendar year, such payment shall be made or commence to be made in the second calendar year. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee could cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Health Care and Education Reconciliation Act of 2010 (the Employee terminating “Healthcare Reform Act”), the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment and up to three (“Covered Dependents”3) shall be entitled to continue to participate months of outplacement services (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Company, provided Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(acommences such services within ninety (90) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end days of such continued participation, rather than the termination of the services being offered to Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 1 contract
Severance. Except in circumstances in which In the event Employer terminates Employee’s employment pursuant to Clause 8(a) for any reason other than for Cause, then, subject to Clause 11 below and Employee’s continued compliance with Clause 16, Employee would shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonreceive:
(a) The Company shall pay if Employee has been in the employ of Employer (whether pursuant to this Agreement or otherwise) as of the Employee date of Employee’s termination (the “Termination Date”) for an amount equal to aggregate period of less than ten (10) years after the sum of Employment Date:
(i) eighteen A lump sum severance payment equal to six (186) months of the Employee’s base monthly salary Base Salary in effect on as of the date the Employee’s employment terminatesTermination Date, plus
(ii) one hundred fifty percent (150%) If Employee and any spouse and/or dependents of the Employee’s Average Annual Cash BonusEmployee (“Family Members”) has coverage on the Termination Date under a Benefit Plan that provides medical, plus dental or vision coverage and Employee is eligible for and validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable regulations (iiireferred to collectively as “COBRA”) if approved by for the Compensation Committee Employee and his Family Members, such continued coverage will be provided to Employee and his Family Members for a period of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject up to Section 9 below, payment shall be made in a lump sum sixty six (606) days months following the Employee’s Separation from ServiceTermination Date at a cost to Employee that is no greater than that which would have been incurred by Employee had Employee remained as an employee of Employer.
(b) The if Employee and such has been in the employ of Employer (whether pursuant to this Agreement or otherwise) for an aggregate period of ten (10) years or more after the Employment Date:
(i) A lump sum severance payment equal to twelve (12) months of Employee’s dependents as are participating Base Salary in effect as of the date of the Employee’s termination Termination Date, plus
(“Covered Dependents”ii) shall be entitled to continue to participate in the major medical If Employee and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their any spouse and/or dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee (“Family Members”) has coverage on the Termination Date under a Benefit Plan that provides medical, dental or vision coverage and Employee is eligible for and validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable regulations (referred to participate in such programs shall terminate collectively as of the date that “COBRA”) for the Employee and his Family Members, such continued coverage will be provided to Employee and his Family Members for a period of up to twelve (12) months following the Termination Date at a cost to Employee that is first eligible to participate in a major medical benefit program maintained no greater than that which would have been incurred by a successor employer, and the right Employee had Employee remained as an employee of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageEmployer.
Appears in 1 contract
Sources: Employment Agreement (Textainer Group Holdings LTD)
Severance. Except a. In the event that the Company terminates Employee’s employment without Cause (defined below) or Employee resigns Employee’s employment with Good Reason (defined below), and contingent upon Employee’s continuing compliance with Employee’s obligations outlined in circumstances the Asset Purchase Agreement between SureHarvest, Inc., Where Food Comes From, Inc., and the Company, dated December 28, 2016 (“APA”) and the Employee’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in which a form substantially similar to Exhibit A of this Agreement (the “Release Agreement”), Employee would will be entitled to payments and receive severance benefits based upon Employee’s Salary in connection with a Change effect as of Control the date of termination (the “Severance Amount”). The Severance Amount will initially be equal to thirty-six (36) months of Employee’s Salary in effect as provided of the date of termination. The Severance Amount will be reduced by one month for each full month after the Effective Date that the Employee remains employed by the Company, until it has been reduced to twelve (12) months, at which point the Severance Amount will remain equal to twelve (12) months of Employee’s Salary in Section 4 beloweffect as of the date of termination for the rest of Employee’s employment under this Agreement (the “Severance”). If Employee is terminated for Cause or resigns without Good Reason, Employee will not be entitled to any additional severance payment.
b. The Severance shall be paid pro rata, in installments in accordance with the event Company’s customary payroll practices at the time of each installment. The Parties agree and acknowledge that during the term each installment shall constitute a separate payment.
c. Upon termination of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for with Good Reason:
(a) The Company shall pay to , the Employee an amount equal to the sum of (i) eighteen (18) months first installment of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment Severance shall be made in a lump sum paid sixty (60) days following the after Employee’s Separation from Service.
(b) The termination, provided that Employee has executed and such of delivered the Employee’s dependents as are participating as of Release Agreement, and has not and can no longer revoke the Release Agreement on the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for Severance payment.
d. For purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.Agreement,
Appears in 1 contract
Severance. Except (a) With respect to any Transferred Employees who are not covered by a Labor Agreement and who are currently covered by the Seller’s severance policy, as described in circumstances Section 6.5(a) of the Disclosure Schedule, the Purchaser shall, and shall cause its relevant Affiliates to, adopt and maintain for a period of at least twelve (12) months from the Closing Date for the benefit of such Transferred Employees, a severance plan that provides cash severance benefits that are no less favorable than those contained in which the Employee would be entitled Seller’s severance policy (including but not limited to payments those relating to eligibility, service credit, benefit amount and payment timing). The amount of any severance payment and benefits in connection with triggered by a Change termination of Control a Transferred Employee under the Purchaser’s severance plan shall be calculated as provided in Section 4 below, in if the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Transferred Employee’s employment without Cause or had continued with the Employee terminating Seller through the date of such Transferred Employee’s termination of employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee Purchaser or its Affiliates. In addition, the Purchaser shall promptly reimburse the Seller and its Subsidiaries for, and shall indemnify and hold the Seller and its Subsidiaries harmless against, all Liabilities incurred for severance pay, separation benefits or other obligations arising from the actual or deemed termination of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days employment following the Employee’s Separation Closing of any Transferred Employee from Servicethe Purchaser and its Affiliates.
(b) The Except as provided in Section 6.5(a), Seller shall retain, and from and after the Closing shall indemnify and hold the Purchaser and its Affiliates harmless against all Liabilities for, severance pay, separation benefits or other obligations arising from the actual or deemed termination of employment of any Business Employee (including a Transferred Employee) from Seller and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees Subsidiaries on the same basis and at the same cost or prior to the Closing and of any Business Employee as active employees of (other than a Transferred Employee) following the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date Closing; provided that the Purchaser shall have satisfied its obligations, if any, to provide such Business Employee is first eligible to participate an offer of employment in a major medical benefit program maintained by a successor employerconformity with the requirements of Section 6.2, Section 6.3, Section 6.4 and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage6.5.
Appears in 1 contract
Severance. Except in circumstances in which (a) If (i) the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in Company terminates the event that during the term of this Agreement the Employee has a Separation from Service as a result employment of the Company terminating the Employee’s employment Executive against his will and without Cause (including by giving notice of termination of the Agreement pursuant to Section 7), or (ii) the Employee terminating the Employee’s Executive terminates his employment for Good Reason, the Executive shall be entitled to receive salary, Incentive Compensation and vacation accrued through the Termination Date, plus the following:
(ai) The Company shall pay to the Employee a cash lump sum in an amount equal to the sum of (i) eighteen (18) months greater of the EmployeeExecutive’s base monthly salary for the remainder of the Initial Term or two years of Executive’s base salary in effect on the date Termination Date;
(ii) a cash lump sum equal to the Employee’s employment terminatesmaximum amount of the Incentive Compensation which Executive could earn for the fiscal year in which the Termination Date occurs (the “Maximum Incentive Compensation”); and
(iii) full vesting of all outstanding stock options and restricted stock held by Executive. The Company shall make the termination payment required hereunder within thirty (30) days of the Termination Date; provided, however, if such thirty (30) day period begins in one calendar year and ends in another calendar year, the Executive will not have the right to designate the calendar year of payment. In addition, the Company and the Executive agree that, upon such termination and for a period of two (2) years following the Termination Date, (i)Executive will make himself available for an average of 20 hours per week in order to consult with the Company in such manner and on such matters as the Company shall reasonably request, (ii) one hundred fifty percent (150%) Executive will make himself available to serve on the Board of Directors of the Employee’s Average Annual Cash BonusCompany, plus and (iii) if approved by in consideration for the Compensation Committee Executives agreement to perform such services, the Company will (A) pay the Executive an annual amount equal to 40% of his base salary in effect on the BoardTermination Date, a Pro Rata Portion of payable in regular installments in accordance with the EmployeeCompany’s Annual Cash Bonusstandard payroll practices, and (B) include the Executive in the Company’s Family medical, dental and vision insurance plans, or, if anythe Executive’s inclusion in such plans is not permitted, provide substantially the same benefits to the Executive at the Company’s expense. Subject Notwithstanding the foregoing, the Company shall not be required to pay any severance pay or consulting payments for any period following the Termination Date if the Executive violates the provisions of Section 9 below15, payment shall be made Section 16 or Section 17 of this Agreement in a lump sum sixty any material respect, and fails to cure such violation within thirty (6030) days following after written notice from the Employee’s Separation from ServiceCompany to the Executive detailing such violation.
(b) The Employee and such of If (i) the EmployeeExecutive voluntarily terminates his employment other than for Good Reason, (ii) the Executive’s dependents as are participating as of employment is terminated due to death or Disability, or (iii) the date of Executive is terminated by the Employee’s termination (“Covered Dependents”) Company for Cause, then the Executive shall be entitled to receive his base salary and accrued vacation through the Termination Date only. In the event of death or Disability the Executive shall also be entitled to receive the Pro-Rated Incentive Compensation and full vesting of all outstanding stock options and restricted stock held by the Executive, subject to the same terms and conditions as provided in Section 9(a).
(c) In addition to the provisions of Section 9(a) and 9(b) hereof, to the extent COBRA shall be applicable to the Company or as provided by law, the Executive shall be entitled to continuation of group health plan benefits in accordance with COBRA if the Executive makes the appropriate conversion and payments. If requested to do so, the Company will transfer ownership of the life insurance policy referred to in Section 5 to the Executive and the Executive agrees to pay for any costs related to the transfer in excess of $1000 and to be responsible for all future premiums.
(d) The Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth in this Agreement or any applicable Stock Option Agreement, or pursuant to any Applicable Benefit Plan.
(e) All payments to be made to the Executive upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A) of the Executive. For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted.
(f) Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Executive’s “separation from service” (as defined in Section 409A of the Code) the Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to the Executive shall not be paid or provided to the Executive during the six-month period following the Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to the Executive in a lump sum within thirty (30) days after the date that is six (6) months following the Executive’s separation from service; (ii) any amounts payable to the Executive after the expiration of such six- (6-) month period shall continue to participate be paid to the Executive in accordance with the major medical terms of this Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plans sponsored plan, and maintained by any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), the Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of the Executive’s separation from service, at which time the Company from time to time shall reimburse the Executive for its employees on such payments. If the same basis Executive dies during such six- (6-) month period and at the same cost prior to the Employee as active employees payment of such postponed amounts of nonqualified deferred compensation, only the Company and their dependents for a maximum period amount of nonqualified deferred compensation equal to the number of whole months for which that the Company is obligated Executive lived shall be paid in a lump sum to pay the EmployeeExecutive’s base salary pursuant estate or, if applicable, to Section 3(athe Executive’s designated beneficiary within thirty (30) above. Should days after the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination date of the EmployeeExecutive’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragedeath.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The If Executive executes this Agreement, allows it to become effective, and complies with its terms, in accordance with Section 7(a) of the Employment Agreement as pertains to a termination of Executive’s employment by the Company without Cause, the Company shall pay to Executive the Employee gross sum of (i) $120,900 in the amount of severance payment, which amount is the equivalent of six months of Executive’s Base Salary plus (ii) an amount equal to the sum product of (iA) eighteen Executive’s target bonus for the 2025 calendar year (18which is $72,540, an amount equal to 30% of Executive’s annual Base Salary) months multiplied by (B) a fraction equaling the number of calendar days Executive is employed by the Employee’s base monthly salary Company during the 2025 calendar year through the Separation Date divided by 365 (collectively, the “Severance Payments”). The Severance Payments shall be subject to withholding for applicable taxes and shall be paid in effect equal cash installments on the Company’s normal payroll dates over a six-month period, with the first such payment made on the first payroll date the Employee’s employment terminates, at least five (ii5) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) business days following the EmployeeEffective Date (as defined below). The Severance Payments will be made by direct deposit to Executive’s Separation from Servicebank account currently on record with the Company.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost Subject to the Employee as active employees of Company’s continued compliance with its obligations under that certain Settlement and Release Agreement, dated May 8, 2025, between the Company and their dependents for a maximum period equal to the number of months for Nanohybrids, Inc. (which the Executive joined as a party for certain limited purposes set forth therein) (the “Nanohybrids Settlement Agreement”), Executive agrees that once Executive receives the Severance Payments and the Company is obligated to pay the Employee’s base salary satisfies its obligations pursuant to Section 3(a) above. Should 10, Executive is not owed and will not seek any additional amounts or benefits from the Employee for himself Company or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination any of the Employee’s employmentother Company Releasees.
(c) For the avoidance of doubt, if the Effective Date (as defined below) does not occur, no Severance Payments shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right provided to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee Executive pursuant to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerthis Agreement, and the right of the Employee’s dependents any Severance Payments that were previously provided to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee Executive must be returned or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragerepaid.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would shall be entitled to payments and receive benefits upon a Separation from Service only as set forth in connection with a Change of Control as provided in this Section 4 below, in the event that during the term of this Agreement the 25.
a. If Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause discharge or the Employee terminating the Employee’s employment resignation, other than in the event of Employee’s discharge for Good Reasoncause as defined herein other than as required by law, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plans or program of the Company, the benefits provided below:
(a) i. The Company shall pay to Employee his fully earned but unpaid salary, when due, through the Employee an amount equal to the sum date of (i) eighteen (18) months of the Employee’s base monthly salary Separation from Service at the rate then in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusall other benefits, if any. Subject , under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan, or agreement, health benefits plan or other Company group benefits plan to Section 9 below, payment shall which Employee may be made in a lump sum sixty (60) days following entitled pursuant to the terms of such plans or agreements at the time of Employee’s Separation from Service.
ii. Employee shall be entitled to receive severance pay in an amount equal to the sum of;
a) Employee’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of Employee’s Separation from Service, plus
b) The An amount equal to Employee’s maximum target bonus for the year in which the date of Employee’s Separation from Service occurs. which severance pay shall be paid in a lump sum cash payment on the first regularly scheduled Company payroll date occurring on or after the thirtieth (30th) day after the dare of Employee’s Separation from Service; and
iii. For the period beginning on the date of Employee’s Separation from Service and ending on the date which is twelve (12) full months following the date of Employee’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall arrange to provide Employee and such of his eligible dependents who were covered under the EmployeeCompany’s dependents as are participating health insurance plans as of the date of the Employee’s termination Separation from Service with health (“Covered Dependents”) shall be entitled to continue to participate in the major including medical and dental benefit plans sponsored dental) insurance benefits substantially similar to those provided to Employee and maintained by the Company from time to time for its employees on the same basis and at the same cost his dependents immediately prior to the Employee as active employees date of the Company and their dependents for a maximum period equal to the number of months for which such Separation from Service. If the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect not reasonably able to continue participation in health insurance benefits coverage under the Company’s insurance plans, the end of such continued participation, rather than the termination Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the EmployeeCompany’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate health benefits are self-funded as of the date that of Employee’s Separation from Service, or if the Employee is first eligible to participate Company cannot provide the foregoing benefits in a major medical benefit program maintained by a successor employermanner exempt from or otherwise compliant with applicable law (including without limitation, and the right Section 409A of the EmployeeCode and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly plan premium payment for Employee and his eligible dependents who were covered under the Company’s dependents to participate in such programs shall terminate health plans as of the date of Employee’s Separation from Service (calculated by reference to Employee’s premiums as of the date of his Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof). The Company and Employee intend that such dependents are first eligible any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations relating thereto (collectively, “Section 409A”) so as not to participate in an alternative employer sponsored major medical benefit program. As a condition subject Employee to the Employee’s rights payment of any tax, interest, or penalty that may be imposed under Section 409A and shall be construed and administered in accordance with Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance thereof, to the extent that any provision hereof would otherwise result in Employee being subject to payment of tax, interest, or penalty under Section 409A, the Company and Employee agree to amend this Agreement in a manner that brings this Agreement into compliance with 409A (to the extent allowed by law) and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Section 3(b), the Employee agrees Agreement to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageEmployee.
Appears in 1 contract
Severance. Except In the event that the termination of employment with Seller and its Affiliates of a TMA Business Employee, the refusal of a TMA Business Employee to accept an offer of employment from Buyer or its applicable Affiliates that is made on terms consistent with this Article VI, or the exercise by a TMA Business Employee of a right to object to an automatic transfer of the TMA Business Employee’s employment to Buyer, results in circumstances any obligation, contingent or otherwise, to pay any severance or other benefits (including any such benefits required under applicable Laws) to such TMA Business Employee, subject to Section 6.14, Seller shall, and shall cause its Affiliates to, without limiting Section 6.11(b), reimburse and otherwise indemnify and hold harmless Buyer and its Affiliates for the costs paid by Buyer and its Affiliates, if any, for all such severance benefits required by applicable Law or by the applicable Seller Benefit Plan (including any such benefits customarily provided by Seller in order to secure a release of claims or post-termination restrictive covenants, as applicable) in which the TMA Business Employee would participated (or was eligible to participate in) immediately prior to Closing. With respect to each Transferred TMA Business Employee whose employment is terminated without Cause or who resigns for Good Reason during the 12 month period commencing on the Closing Date, Buyer shall provide such Transferred TMA Business Employee with severance benefits equivalent, in the aggregate, to the greater of (a) the severance benefits determined in accordance with the Employee Roster, to the extent that severance benefits are based on wage rate or base salary level, and the applicable Benefit Plan that is disclosed on Section 3.10(a) of the Seller Disclosure Schedule covering such Transferred TMA Business Employee immediately prior to the Closing Date and (b) the severance benefits required by applicable Law, in each case of the foregoing clauses (a) and (b), taking into account such Transferred TMA Business Employee’s service with Seller and its Affiliates prior to and on the applicable Employee Transfer Date and with Buyer and its Affiliates on and after the applicable Employee Transfer Date; provided that, such severance benefits shall be entitled reduced, to payments and benefits the maximum extent permitted by applicable Law, by any severance benefits, if any, that the Transferred TMA Business Employee has received in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Servicetransactions contemplated hereby.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 1 contract
Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection his employment with a Change the Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause or the Executive reaching the age of Control as provided in Section 4 belowseventy-five (75), in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows:
(ai) The Company shall severance pay to the Employee in an amount equal to 1.5 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 18-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and
(iii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and
(iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of eighteen (18) months of the Employee’s base monthly salary in effect on from the date of termination or (B) the Employee’s employment terminates, date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (iii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus and (iii) if approved by hereof are defined as the Compensation Committee “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits (i) If, in connection with a Change of Control Control, Feltheimer's employment by Lions Gate is terminated for any reason, excepting only termination for cause (as provided set forth in Section 4 Paragraph 12(a)(iii) below) or termination at Feltheimer's election (pursuant to Paragraph 7(c)(ii) below), then notwithstanding anything to the contrary in Paragraph 12 below Feltheimer shall be entitled to the event that during payment of US$2,500,000 within five (5) business days of such termination and shall continue to be entitled to the term continued payment of this Agreement Base Salary through the Employee has a Separation from Service as a result normal expiration of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Term;
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent For a period of thirty (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (6030) days following the Employee’s Separation from Service.
(b) The Employee and such effective date of the Employee’s dependents as are participating as Change of Control (i.e., the date of the Employee’s termination formal closing of the transaction), Feltheimer shall have the right, exercisable in his sole discretion, to terminate his employment hereunder by giving written notice thereof to Lions Gate within such thirty (“Covered Dependents”30) day period, in which event Feltheimer shall be entitled to continue the payment of US$2,500,000 within five (5) business days of such termination; provided, however, that Feltheimer shall not be entitled to participate the further payment of Base Salary beyond any such amounts that are then accrued but unpaid; and
(iii) To the extent that Lions Gate would be unable to deduct as a business expense all or a portion of the Severance payable to Feltheimer pursuant to Paragraph 7(c)(i) or 7(c)(ii) above in connection with Lions Gate's tax returns and/or if Feltheimer would be subject to an excise tax on all or a portion of the major medical Severance, then Lions Gate and dental benefit plans sponsored Feltheimer shall promptly negotiate in good faith an allocation of the Severance as between (A) a severance payment and maintained by (B) a consulting fee for Feltheimer's post-Term non-exclusive consulting services to Lions Gate. Subject to the Company from time to time for its employees parties' agreement on the same basis allocation of Severance between a severance payment and at the same cost a consulting fee to the Employee minimize what Lions Gate would not be able to deduct as active employees of the Company and their dependents for a business expense, Lions Gate shall pay any excise tax payable by Feltheimer up to a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageUS$150,000.
Appears in 1 contract
Sources: Employment Agreement (Lions Gate Entertainment Corp /Cn/)
Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection his employment with a Change of Control as provided in Section 4 belowthe Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause, in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows:
(ai) The Company shall severance pay to the Employee in an amount equal to 1.5 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 18-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and
(iii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and
(iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of eighteen (18) months of the Employee’s base monthly salary in effect on from the date of termination or (B) the Employee’s employment terminates, date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (iii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus and (iii) if approved by hereof are defined as the Compensation Committee “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.
Appears in 1 contract
Severance. Except In consideration of and in circumstances return for the promises contained in this Agreement, and as full and final compensation to Employee for all services as an employee: [OPTION 1: IN THE EVENT THAT EMPLOYEE IS TERMINATED BY EMPLOYER WITHOUT “CAUSE”, OR RESIGNS FOR “GOOD REASON”, OR SHALL BE TERMINATED IN CONNECTION WITH A CHANGE OF CONTROL, THEN THE FOLLOWING PARAGRAPH SHALL APPLY]
a. Employee shall receive from Employer following the termination date, with appropriate deductions and withholdings, (i) the compensation required by Paragraph 2(a) of the Employment Agreement dated October 18, 2010 (the “Employment Agreement”) for a period of six (6) months from the termination date (the “Severance Period”) payable semi-monthly in accordance with Employer’s regular payroll practices, and (ii) COBRA premium until the earlier of the expiration of three (3) months from the termination date or until Employee finds another job that provides at least substantially similar health insurance, (subsection (i) and (ii) of this Paragraph shall be referred to collectively herein as the “Six Months Severance”), plus all accrued but unpaid salary and vacation time and any applicable quarterly bonus which has been earned but not yet paid to the date of termination. The first installment will be paid on the first regular semi monthly payroll date following the 30th day after the termination date provided that this Agreement as well as the termination certificate in the form attached as Exhibit A to the Employment Agreement has been signed by Employee and delivered to Employer within 22 days and not revoked within the 7 day revocation period. The foregoing Six Months Severance shall be reduced by the amount of any other compensation earned by the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Severance Period as a result of his employment. Notwithstanding anything herein to the Company terminating contrary, if at the time of Employee’s termination of employment with Employer, Employee is a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Employer will, if requested by Employee in writing at the time of Employee’s termination, defer the commencement of the payment of any such payments or benefits hereunder (without Cause any reduction in such payments or benefits ultimately paid or provided to Employee except as set forth herein) until the date that is six (6) months following Employee’s termination of employment with Employer (or the Employee terminating earliest date as is permitted under Code Section 409A) (the Employee’s employment for Good Reason:
(a) The Company shall pay to “Delay Period”). Upon the Employee an amount equal to the sum of (i) eighteen (18) months expiration of the Employee’s base monthly salary Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in effect on a single lump sum or in installments in the date the Employee’s employment terminates, (iiabsence of such delay) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made paid to Employee in a lump sum sixty on the first business day after the end of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. [OPTION 2: IN THE EVENT THAT EMPLOYEE IS TERMINATED BY EMPLOYER WITHOUT “CAUSE” AND IN CONNECTION WITH A “CHANGE OF CONTROL” THEN IN ADDITION TO OPTION 1 ABOVE, THE FOLLOWING PARAGRAPH SHALL ALSO APPLY] The amount of the unvested Grant granted under Paragraph 2(c) of the Employment Agreement shall acceleration by six (606) days following months (the “Acceleration Severance”).
b. Employee will continue on Employer’s medical plan up to and including Employee’s Separation from Service.
(b) The Employee termination date. Employer will pay Employee’s Cobra premium as set forth herein and such thereafter at Employee’s sole expense, pursuant to the provisions of the Employee’s dependents as are participating as Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") provided, however, that Employee timely elects COBRA continuation. The COBRA period shall be deemed to have commenced on the first of the month following the date of termination;
c. Employee acknowledges and agrees that any severance, whether the Six Months Severance and/or the Accelerated Severance, provided for in this Agreement is due under the Employment Agreement only if Employee signs this Agreement and complies with all the terms and conditions set forth herein and any applicable revocation periods set forth herein have expired; and
d. Employer warrants and Employee acknowledges that the agreements described under this Paragraph 2 constitute full payment of any and all claims of every nature and kind arising out of or relating in any way to Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained employment by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself Employer or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employmentthereof, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingbenefits owed, the right of the Employee to continue to participate in such programs shall terminate or any other claims as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageoutlined below.
Appears in 1 contract
Severance. Except (i) If the Executive’s employment is terminated without Cause by the Company under Section 3(c) or by the Executive for Good Reason under Section 3(d) in circumstances in which the Employee would be entitled to payments and benefits in connection with absence of a Change of in Control (as provided in Section 4 below, defined in the event that during Company’s 2015 Equity Incentive Plan, the term Company shall (A) continue to pay the Executive his base salary as in effect on the Date of this Agreement Termination, paid in accordance with the Employee has Company’s usual payroll practices, for a Separation from Service as a result period of 18 months following the Date of Termination, (B) accelerate the vesting of the Company terminating unvested portion of any equity awards held by the EmployeeExecutive to the extent of 12 additional months upon the Date of Termination and (C) if the Executive is participating in the Company’s employee group health insurance plans on the Date of Termination, continue such benefits for a period of 6 months following the Date of Termination.
(ii) If the Executive’s employment is terminated without Cause by the Company under Section 3(c) or by the Employee terminating the Employee’s employment Executive for Good Reason:
(aReason under Section 3(d) The within the twelve month period following a Change in Control, the Company shall (A) pay to the Employee Executive an amount equal to the sum of (i) eighteen (18) months of the Employee’s 2.0 times his base monthly salary as in effect on the date the Employee’s employment terminatesDate of Termination plus 100% of his target annual bonus, (iiB) one hundred fifty percent accelerate in full the vesting on all outstanding, unvested equity awards held by the Executive and (150%) of the Employee’s Average Annual Cash Bonus, plus (iiiC) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are Executive is participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansemployee group health insurance plans on the Date of Termination, continue such benefits for a period of 12 months following the end Date of such continued participation, rather than Termination.
(iii) The payment to the Executive of the amounts payable under this Section 4(b) shall (A) be contingent upon the execution by the Executive of a release in a form reasonably acceptable to the Company and (B) constitute the sole remedy of the Executive in the event of a termination of the EmployeeExecutive’s employment, shall be considered employment in the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate circumstances set forth in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b4(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.”
Appears in 1 contract
Sources: Employment Agreement (Invivo Therapeutics Holdings Corp.)
Severance. Except in circumstances in which In the Employee would event of your Involuntary Termination or your termination of employment by the Company without Cause, you or your estate shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 belowreceive, in on the event that during the term of this Agreement the Employee has a 30th day following your Separation from Service as a result of such event, provided that you or your estate have executed a general release of claims as set forth in Section 6(b) below (the Company terminating the Employee’s employment without Cause “Release”), and such Release has become effective in accordance with its terms on or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount before such 30th day, a lump sum severance payment equal to the sum of the following:
(i) Twelve (12) months of your then existing Base Salary; provided, however, that if such Involuntary Termination or termination without Cause occurs during the period starting ninety (90) days prior to the consummation of a Change of Control and ending on the first anniversary of that Change of Control (any such Involuntary Termination or termination without Cause a “Change of Control Termination”), this amount shall be eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, your then existing Base Salary;
(ii) One hundred percent (100%) of your then-current Target Bonus; provided, however, that if such termination is a Change of Control Termination, this amount shall be one hundred fifty percent (150%) of the Employee’s Average Annual Cash your then-current Target Bonus, plus ; and
(iii) if approved A pro rata portion of your Target Bonus in an amount determined by multiplying your Target Bonus for the Compensation Committee year of your Involuntary Termination or termination without Cause (the “Base Year”) by a fraction, the numerator of which is the number of days that have elapsed since the beginning of the BoardBase Year until the date of termination of your employment and the denominator of which is three hundred sixty-five (365). Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Letter Agreement on account of your termination of employment with the Company which constitutes a Pro Rata Portion “deferral of compensation” within the meaning of the Employee’s Annual Cash Bonus, if any. Subject Treasury Regulations issued pursuant to Section 9 below, payment shall 409A of the Code (the “Section 409A Regulations”) will be made in paid unless and until you have incurred a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such . Furthermore, if you are a “specified employee” within the meaning of the Employee’s dependents as are participating Section 409A Regulations as of the date of your Separation from Service, no amount that constitutes a deferral of compensation which is payable on account of your Separation from Service will be paid to you before the Employee’s termination date (the “Covered DependentsDelayed Payment Date”) shall which is first day of the seventh month after the date of your Separation from Service or, if earlier, the date of your death following such Separation from Service. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be entitled to continue to participate in the major medical accumulated and dental benefit plans sponsored and maintained by the Company from time to time for its employees paid on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageDelayed Payment Date.
Appears in 1 contract
Sources: Employment Agreement (On24 Inc)
Severance. Except in circumstances (a) If the Term is terminated by the Company for Cause,
(i) the Company and the LLC will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination;
(ii) all unvested options and unvested restricted shares will terminate immediately; and
(iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date,
(b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason,
(i) Company and the LLC will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination;
(ii) all unvested options and unvested restricted shares terminate immediately; and
(iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date.
(c) If the Term is terminated upon the Executive’s death or Disability,
(i) the Company and the LLC will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the Employee would be entitled termination occurred;
(ii) the Company will make payments for one (1) year of all compensation otherwise payable to payments the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and benefits in connection welfare benefits;
(iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a Change period of Control as provided in one (i) year thereafter; and
(iv) all of the Executive’s unvested restricted stock will immediately vest and all of the restricted stock of the Company held by the Executive shall become free from all contractual restrictions.
(d) Subject to Section 4 below5(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the event that during Executive terminates the term Term for Good Reason,
(i) the Company and the LLC shall pay the Executive a lump sum equal to the product of one and one-half (1 1/2) times the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus referenced in Paragraph 3(b) of this Agreement for the Employee has preceding calendar year.
(ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a Separation period of one (1) year thereafter;
(iii) all of the Executive’s unvested restricted stock will immediately vest and all of the restricted stock of the Company held by the Executive shall become free from Service all contractual restrictions; and
(iv) the Company shall also continue in effect the Executive’s health and dental benefits (or similar health and dental benefits paid to senior executives) noted in Section 3(c) as follows: Upon Executive’s termination of employment, Executive shall be eligible for continued health insurance benefits under the federal law known as COBRA. Executive is required to timely elect COBRA in order to receive continued health insurance coverage under this Agreement Upon Executive’s election of COBRA coverage and timely payment of applicable monthly COBRA premiums, Executive will receive health insurance coverage under COBRA up to the maximum period provided by law. The Company will reimburse Executive of the cost of such COBRA coverage until the earlier of (x) eighteen (18) months from the termination date or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. Executive acknowledges that if he does not timely elect COBRA coverage he will not receive continued health insurance benefits from the Company, Executive also acknowledges that he is responsible for any taxes due on payments from the Company in reimbursement for COBRA premium amounts
(e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments provided for under Section 5(d) hereof; provided. that the amount of the multiplier described in clause (d)(i) of Section 5 hereof shall be increased from one and one-half (1 1/2 to two (2) times.
(f) If at any time the Term is not extended pursuant to the proviso to Section 1 hereof as a result of the Company terminating giving notice thereunder that it elects to permit the Employeeterm of this Agreement to expire without extension, the Company shall be deemed to have terminated the Executive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Cause,
(ag) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansAs used herein, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.term “Cause” means:
Appears in 1 contract
Sources: Executive Employment Agreement (Interstate Hotels & Resorts Inc)
Severance. Except in circumstances in which the (a) If, on or before June 8, 1998, Employee's employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee would shall be entitled to receive severance payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee totaling an amount equal to the sum of twelve (i) eighteen (1812) months Compensation (calculated at the rate of Compensation then being paid to Employee). Any severance payments to be paid to Employee under this Section 4(a) or under Section 4(b) below shall be referred to herein as the "Severance Payment". Employee's Severance Payment under this Section 4(a) shall be paid by Dendrite in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service's employment.
(b) The If, after June 8, 1998, Employee's employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue receive severance payments totaling an amount equal to participate six (6) months Compensation (calculated at the rate of Compensation then being paid to Employee). Employee's Severance Payment under this Section 4(b) shall be paid by Dendrite in six (6) consecutive equal monthly payments commencing not later than thirty (30) days after the major effective date of the termination of Employee's employment.
(c) No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee's employment described in Sections 4(a) or 4(b) above, Employee shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and dental benefit plans sponsored and maintained by plans. During the Company from time to time for its employees on period which Employee receives any Severance Payment, Employee's cost of COBRA coverage shall be the same basis and at as the amount paid by employees of Dendrite for the same cost to coverage under Dendrite's group health and dental plans. Notwithstanding the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation foregoing, in the Company’s plansevent Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the end payment of such continued participation, rather than the termination of the Employee’s employment, COBRA coverage by Dendrite as described herein shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragecease.
Appears in 1 contract
Severance. Except (a) Although nothing in circumstances this Section 4 shall be construed to alter the at-will nature of employment as set forth in which Section 1 above, if Executive is terminated by the Employee would Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to payments and benefits cash in connection with a Change lieu of Control as provided in Section 4 belowoutplacement services. If Executive is terminated by the Company without Cause, in the event that during the term of this Agreement the Employee has a Separation from Service resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company terminating over the Employeeentire year), at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive’s employment without Cause or with the Employee terminating the Employee’s employment for Good Reason:
(a) The Company terminates. Company shall pay to Executive the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Salary Severance on the date which is the Employee’s employment terminateslater of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject subject to Section 9 below21, payment and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms) or the date on which Company pays bonuses to Company’s Senior Executives for the applicable year (such date to be made in a lump sum sixty (60) days the calendar year following the Employeeyear in which the separation from service occurs), subject to Section 21. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s Separation from Serviceemployment.
(b) The Employee In the event that Executive is qualified for and such elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Employeecost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s dependents normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as are participating as set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited.
(c) Notwithstanding the terms of any stock incentive plan of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Company or stock option or stock appreciation right agreement to continue to participate in the major medical and dental benefit plans sponsored and maintained which Executive is a party, if Executive is terminated by the Company from time to time without Cause or resigns for its employees Good Reason, and on the same basis and at the same cost effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Employee as active employees of Company’s common shares or if the Company and their dependents for a maximum period equal determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation trade in the Company’s planscommon shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, the end Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of such continued participation, rather than the termination any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Employee’s employment, shall be considered Company then owned by Executive and/or instructing the qualified event for Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation.
(d) For purposes of this Agreement, the EmployeeCompany shall have “Cause” to terminate Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the Covered Dependents’ Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock, stock appreciation right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right and/or stock options of any of the Employee Company’s affiliates); provided, however, that Executive shall not be deemed to continue have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to participate in such programs shall terminate as the expiration of the date that the Employee is first eligible thirty (30) calendar day period following delivery to participate in a major medical benefit program maintained by a successor employer, and the right Executive of the EmployeeCompany’s dependents written notice of its intention to participate terminate his employment for Cause describing the basis therefore in such programs shall terminate reasonable detail.
(e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as General Counsel, (ii) the failure by any successor of the date that such dependents are first eligible Company to participate assume in an alternative employer sponsored major medical benefit program. As a condition to writing the EmployeeCompany’s rights obligations under this Section 3(bAgreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the Employee agrees to promptly notify failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if either the Employee or his or her dependents who continue Company suspends Executive due to participate in an indictment of Executive on felony charges, provided that the CompanyCompany continues to pay Executive’s major medical salary and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragebenefits.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 belowIf, in the event that during the term Benefits Continuation Period, RMT Partner or its affiliates terminates the employment of this Agreement the any Transferred Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or subjects any Transferred Employee to any indefinite lay-off, or if any Transferred Employee voluntarily terminates employment because a condition of continued employment is such employee’s agreement to relocate to regularly report to work at a job site more than 50 miles from such employee’s job site immediately prior to the Employee terminating such employee’s Transfer Time (each such employee whose employment is terminated under one of the foregoing circumstances, a “Terminated Employee’s employment for Good Reason:
(a) The Company ”), RMT Partner or its affiliates shall pay to the such Terminated Employee severance in an amount equal to the sum greatest of (i) eighteen (18) months the severance pay due under the applicable severance plan of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesRMT Partner and its affiliates, (ii) one hundred fifty percent the severance pay that would have been due under the severance plan of Parent and its affiliates (150%including a CBA) that was applicable to such Terminated Employee immediately prior to such employee’s Transfer Time, (iii) in the case of exempt U.S. Non-Represented Employees, three months’ base salary, (iv) in the case of non-exempt U.S. Non-Represented Employees (including both hourly and salaried non-exempt employees), six weeks’ base salary and (v) the severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law. The level of severance benefits a Terminated Employee is entitled to receive pursuant to clauses (i) through (v) of the preceding sentence shall be determined by taking into account such Terminated Employee’s Average Annual Cash Bonus, plus service with Parent and its affiliates (iiiand any predecessors) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the prior to such employee’s Transfer Time and such Terminated Employee’s Annual Cash Bonusservice with RMT Partner and its affiliates on and after such employee’s Transfer Time. In addition, if any. Subject subject to Section 9 belowthe immediately following sentence, payment RMT Partner or its affiliates shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The continue to provide to each Terminated Employee and such of the Employee’s his or her covered dependents as are participating as of the date of the Employee’s termination with group health plan coverage (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis terms as are applicable to similarly situated active employees and their covered dependents, and at the same no greater cost to such Terminated Employee than would be applicable were such Terminated Employee still employed) during the Employee as active Severance Period, provided that (i) in the case of U.S. Transferred Employees, such employees properly elect COBRA Coverage and (ii) such continued group health plan coverage shall cease to be provided upon the first to occur of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(afollowing: (A) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation solely in the Company’s planscase of U.S. Transferred Employees, the end of date such continued participationTerminated Employee ceases to be eligible for COBRA Coverage, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of (B) the date that such dependents Terminated Employee becomes eligible for another group health plan from a subsequent employer, and (C) the date on which the Severance Period expires. RMT Partner or its affiliates shall provide outplacement services to any Terminated Employee entitled to severance benefits pursuant to this paragraph that are first eligible reasonable with respect to participate such employee. For purposes of this paragraph, “Cause” shall mean, (1) solely in an alternative the case of any Canadian Business Employee, conduct which allows the employer sponsored major medical benefit program. As a condition to terminate such employee without notice or pay in lieu of notice under applicable law, or (2) solely in the case of any U.S. Business Employee, such U.S. Business Employee’s rights under this Section 3(b)material and willful misconduct, the Employee agrees willful refusal (other than as a result of incapacity due to promptly notify the Company if either the Employee physical or mental illness) to perform substantially his or her dependents who continue job responsibilities after a written demand for substantial performance has been delivered to participate such employee by RMT Partner or its affiliates, or conviction of a felony or non-felony crime involving fraud or dishonesty. “Severance Period” shall mean, with respect to any Terminated Employee, a number of weeks determined by dividing such Terminated Employee’s cash severance benefit by such Terminated Employee’s weekly base rate of pay. At and following the applicable Transfer Time, RMT Partner and its affiliates shall be solely liable with respect to the Business Employees for all severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law, and shall indemnify and hold harmless Parent and its affiliates with respect to all such liabilities, obligations and commitments. Notwithstanding any provision of this Section 11.3(d) to the Company’s major medical contrary, except as otherwise required by applicable law or an applicable collective bargaining agreement, no Business Employee will be entitled to any of the severance or separation benefits pursuant to this Section 11.3(d) unless and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageuntil such Business Employee executes a release of claims in favor of Parent, RMT Partner and each of their respective affiliates and each of their respective predecessors, successors, parents and affiliates, and their respective present and former officers, directors, employees and agents, and the release becomes effective and irrevocable.
Appears in 1 contract
Sources: RMT Transaction Agreement (Ralcorp Holdings Inc /Mo)
Severance. Except (a) If the Company terminates Executive’s employment with the Company without Cause prior to twelve (12) months from the date of this Agreement, then the Company will pay Executive any accrued compensation and any other severance to be mutually agreed upon by the Parties within three (3) months of the date of this Agreement. If the Company terminates Executive’s employment with the Company without Cause following twelve (12) months of employment, then in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Executive a severance payment an amount equal to twelve months of Executive’s Base Salary as in which effect on the Employee would date of termination, subject to subsections (c), (d), and (e).
(b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Executive will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay other amounts payable to the Employee Executive under Company plans in which Executive is a participant, but without duplication for any amounts due to Executive pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the EmployeeExecutive’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the EmployeeExecutive’s Average Annual Cash Bonus, plus subject to subsections (iiic), (d) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. and (e).
(c) Subject to Section 9 below7(c), any severance payment shall payable to Executive pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days following after the Employeedate Executive’s Separation from Serviceemployment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Executive executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.
(bd) The Employee Executive acknowledges and agrees the Severance Payment to which the Executive is entitled under this Section 7 is conditioned upon and subject to the Executive’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Executive’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Executive’s right to the Severance Payment is further conditioned upon Executive’s continued compliance with Sections 8-11 of this Agreement. If Executive breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of (a) If the Company terminating the terminates Employee’s employment with the Company without Cause or in accordance with Section 5(c) prior to the Employee terminating expiration of the Employee’s employment for Good Reason:
(a) The Initial Term, the Company shall pay to the Employee a severance payment an amount equal to the sum of three (i) eighteen (183) months of the Employee’s base monthly salary Base Salary as in effect on the date of termination, subject to subsections (c), (d), and (e).
(b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal the Employee’s employment terminatesBase Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), subject to subsections (c), (iid) one hundred fifty percent and (150%e).
(c) of the Employee’s Average Annual Cash Bonus, plus Any severance payment payable to Employee pursuant to this Section 6 (iiia “Severance Payment”) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b), provided that Employee executes and delivers the release contemplated by Section 6(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.
(d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 6 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service.
service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 7-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 7-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage6.
Appears in 1 contract
Severance. Except (a) Although nothing in circumstances this Section 4 shall be construed to alter the at-will nature of employment as set forth in which Section 1 above, if Executive is terminated by the Employee would Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to payments and benefits cash in connection with a Change lieu of Control as provided in Section 4 belowoutplacement services. If Executive is terminated by the Company without Cause, in the event that during the term of this Agreement the Employee has a Separation from Service resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company terminating (the Employee“Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s employment without Cause or obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Employee terminating Company a fully effective general release in the Employee’s employment for Good Reason:
(a) The form attached to this Agreement as Attachment A. Company shall pay to Executive the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Salary Severance on the date which is the Employeelater of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s employment terminatesSenior Executives for the applicable year, (iior the date that is six months after the date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days contributions following the Employeetermination of Executive’s Separation from Serviceemployment.
(b) The Employee In the event that Executive is qualified for and such elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Employee’s dependents cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as are participating as of the date of the Employee’s termination (“Covered Dependents”set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained forfeited.
(c) If Executive is terminated by the Company from time to time without Cause or resigns for its employees Good Reason, and on the same basis and at the same cost effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Employee as active employees of Company’s common shares or if the Company and their dependents for a maximum period equal determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation trade in the Company’s planscommon shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $250,000 (the end of such continued participation, rather than “Blackout Period Severance”). Company shall pay Executive the termination of Blackout Period Severance on the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the same date that the Employee Salary Severance is first eligible paid.
(d) For purposes of this Agreement, the Company shall have “Cause” to participate terminate the Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a major medical benefit program maintained by material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a successor employer, violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the right Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the EmployeeCompany’s dependents affiliates); provided, however, that Executive shall not be deemed to participate have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such programs shall terminate as breach is not fully corrected prior to the expiration of the date that such dependents are first eligible thirty (30) calendar day period following delivery to participate Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in an alternative employer sponsored major medical benefit program. As reasonable detail.
(e) Executive will be deemed to have a condition “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as President and Chief Operating Officer, (ii) the failure by any successor of the Company to assume in writing the EmployeeCompany’s rights obligations under this Section 3(bAgreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the Employee agrees to promptly notify failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if either the Employee or his or her dependents who continue Company suspends Executive due to participate in an indictment of Executive on felony charges, provided that the CompanyCompany continues to pay Executive’s major medical salary and dental benefit plans become eligible benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for alternative employer sponsored major medical benefit coverageresignation and regardless whether the Company has Cause to terminate Executive.
Appears in 1 contract
Severance. a) Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided set forth in Section 4 2(b) below, in the event that your employment is terminated by Cubist for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company any applicable revocation period), Cubist shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum you starting sixty (60) days following the Employee’s Separation from Servicedate of your employment termination (or on the next succeeding business day if such date is not a business day), an amount equal to eighteen (18) months of your then-current base salary, with such payment to be made in twelve (12) equal semi-monthly installments, with the first payment retroactive to the day immediately following the date your employment terminated.
(b) The Employee In the event that, within twenty-four (24) months after a Change of Control, your employment is terminated either (i) by Cubist for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall make a one-time, lump-sum payment to you equal to eighteen (18) months of your then current base salary plus Bonus on the sixtieth (60th) day following the termination of your employment (or on the next succeeding business day if such date is not a business day).
c) In the event that you become entitled to severance payments under Section 2(a) or 2(b) of this Agreement, subject to (i) your having timely elected continuation coverage under the federal law known as “COBRA”, (ii) your timely payment of the Employee’s dependents active employee portion of the monthly COBRA premium for each month during the period described below and (iii) such continuation coverage not having terminated, for a period of up to eighteen (18) months beginning on the first day of the month after the month in which your employment terminates or, if earlier, until such time as your COBRA coverage terminates, Cubist shall be responsible for the balance of the premium during this period.
d) Notwithstanding any other provision with respect to the timing of payments under this Section 2, in order to comply with the requirements of Section 409A, if any amount or benefit to be paid to you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the meaning of, and subject to, Section 409A, if you are participating a “specified employee” (as of determined by Cubist in its sole discretion and as defined below) on the date of your termination of employment, any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the Employee’s first six (6) months following the date of your termination (of employment shall not be paid until the date which is the first business day of the seventh month following your termination. For purposes of the preceding sentence, the term “Covered Dependents”specified employee” means an individual who is determined by Cubist to be a specified employee under Section 1.409A-1(i) shall be entitled to continue to participate of the Treasury Regulations. Cubist may, but need not, elect in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost writing, subject to the Employee as active employees applicable limitations under Section 409A of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansCode, the end of such continued participation, rather than the termination any of the Employee’s employment, shall be considered special elective rules prescribed in Section 1.409A-1(i) of the qualified event Treasury Regulations for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expensedetermining “specified employee” status. The foregoing notwithstanding, the right Any such written election shall be deemed part of this Agreement. For purposes of the Employee Treasury Regulations under Section 409A, each payment described in this Section shall be treated as a separate payment.
e) For purposes of this Agreement, references to continue to participate in such programs shall terminate termination of employment, separation from service and similar or correlative terms mean a “separation from service” (as defined at Section 1.409A-1(h) of the date Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that the Employee is first eligible to participate in would be treated as a major medical benefit program maintained by a successor employer, and the right single “service recipient” with Cubist under Section 1.409A-1(h)(3) of the Employee’s dependents Treasury Regulations. A termination of employment for Good Reason or by Cubist for any reason other than for Cause under this Agreement is intended to participate satisfy the meaning of “involuntary separation from service” (as defined in such programs shall terminate as Section 1.409A-1(n) of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bTreasury Regulations), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 1 contract
Severance. Except in circumstances in which If Employee remains employed with the Company through the Successor Commencement Date, or, if prior to the Successor Commencement Date, Employee would be entitled to payments and benefits in connection with incurs a Change “separation from service” within the meaning of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service 409A as a result of his employment being terminated for any reason other than for Cause, then, subject to Employee executing and not revoking the Company terminating Supplemental Separation Agreement, which must become effective and irrevocable no later than the sixtieth (60th) day following Employee’s employment without Cause 's “separation from service” within the meaning of Section 409A (or if payment is triggered by the Successor Commencement Date, then the sixtieth (60th) day following the Successor Commencement Date) (in either case, the “Supplemental Release Deadline”), and also subject to Employee's compliance with this Agreement, Employee terminating will receive the Employee’s employment for Good Reason:payments (collectively, the “Severance Payment”) described in Paragraphs 2(a) and 2(b), in all cases subject to Paragraphs 2(c) and 2(f):
(a) The Company shall pay to the Employee an amount A lump sum payment of $2,000,000, which is equal to the sum of one year of base salary and the annual target bonus, less applicable withholdings, payable within fifteen (i15) eighteen (18) months calendar days following the effective date of the Supplemental Separation Agreement.
(b) A lump sum payment, within fifteen (15) calendar days following the effective date of the Supplemental Separation Agreement, in an amount equal to 100% of: (A) the monthly premium that Employee would be required to pay to continue Employee’s base monthly salary 's group plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) at the rates in effect on the date of the Actual Termination Date, multiplied by (B) twelve (12), which payment will be made regardless of whether Employee elects COBRA continuation coverage.
(c) If the Supplemental Separation Agreement does not become effective and irrevocable by the Supplemental Release Deadline, Employee will forfeit any right to severance and/or retention payments or benefits under this Agreement. In no event will severance and/or retention payments or benefits be paid or provided unless and until the Supplemental Separation Agreement actually becomes effective and irrevocable. Any severance and/or retention payments due to Employee under this Agreement that would have been made to Employee prior to the Supplemental Separation Agreement becoming effective and irrevocable will be paid to Employee no later than the first Company payroll date on or following the Supplemental Release Deadline and the remaining payments will be made as provided in this Agreement. Notwithstanding the foregoing, in the event Employee’s 's termination of employment terminatesoccurs at a time during the calendar year where the Supplemental Separation Agreement could become effective in the calendar year following the calendar year in which Executive's termination of employment occurs, then any severance and/or retention payments or benefits under this Agreement will be paid on the first (1st) payroll to occur during the calendar year following the calendar year in which the Employee terminates employment or, if later, (i) the Supplemental Release Deadline or (ii) one hundred fifty percent such time required by Paragraph 2(f).
(150%d) For avoidance of doubt, Employee will be entitled to receive the Severance Payment under this Paragraph 2 upon a “separation from service” within the meaning of Section 409A for any reason other than a termination by the Company for Cause. Further, Employee agrees that he is not now and never became eligible for severance benefits under Section 2 of the Change of Control Agreement. Employee and the Company agree that the Change of Control Agreement is void and of no further effect as of the Transition Period Commencement Date.
(e) For purposes of this Agreement, “Cause” means (i) Employee’s Average Annual Cash Bonus, plus 's willful and continued failure to perform the duties and responsibilities of his position that is not corrected within a thirty (30) day correction period that begins upon delivery to Employee of a written demand for performance from the Board that describes the basis for the Board's belief that Employee has not substantially performed his duties; (ii) any act of personal dishonesty taken by Employee in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such may result in substantial personal enrichment of Employee; (iii) Employee's conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business, or (iv) Employee materially breaching Employee's Confidentiality Agreement, which breach is (if approved by capable of cure) not cured within thirty (30) days after the Compensation Committee Company delivers written notice to Employee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Servicebreach.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.
Appears in 1 contract
Sources: General Release of Claims (Brocade Communications Systems Inc)
Severance. Except (a) Termination by the Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability, in circumstances Either Case Other Than in which Connection With a Change in Control. If, during the Employee would Employment Term, the Executive terminates her employment with the Company for Good Reason or the Executive's employment is terminated by the Company without Cause, and such termination by the Company, or events constituting Good Reason, do not occur in anticipation of or within one year after a Change in Control, the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of receive (i) eighteen within thirty (1830) days of such termination of employment, any earned but unpaid Base Salary and any accrued car allowance and expense reimbursement entitlements for the period prior to termination and any declared but unpaid bonuses for prior periods which have ended at the time of such termination ("Entitlements"), (ii) any rights to which she is entitled in accordance with plan provisions under any employee benefit plan, fringe benefit or incentive plan ("Benefit Rights"), and (iii) severance compensation equal to twelve (12) months of the Employee’s base monthly salary Base Salary plus 75% of the amount of the Executive's most recently declared and paid annual bonus compensation, payable in effect on a lump sum within thirty (30) days of the date of termination of employment (the Employee’s employment terminates"Severance Pay"). Additionally, (ii) one hundred fifty percent (150%) medical, dental, disability and life insurance then provided to senior executives of the Employee’s Average Annual Cash BonusCompany shall be continued following the date of termination for a period of twelve (12) months, plus (iii) if approved by or at the Compensation Committee discretion of the BoardCompany, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, cash payment shall be made in a lump sum sixty (60) days following lieu of such benefits. Further, under the Employee’s Separation from Service.
(b) The Employee and such terms of the Employee’s dependents as are participating as of Incentive Plan, any unvested options awarded to the Executive under the Incentive Plan shall fully vest upon the date of termination of the Employee’s Executive. Notwithstanding the foregoing, the continuation period for group health benefits under Section 4980B of the Code by reason of the Executive's termination (“Covered Dependents”) of employment with the Company shall be entitled measured from her actual date of termination of employment. As a condition of receiving the Severance Pay under this Section 7(a), the Executive agrees to continue to participate execute a release substantially in the major medical and dental benefit plans sponsored and maintained by form of Exhibit C releasing the Company and its Affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive's employment or termination of employment with the Company and its Affiliates and any disagreements with respect to such employment, except that such release shall not release the Company from its obligations to pay the Executive the Entitlements, the Benefit Rights and the Severance Pay provided for in this Section 7(a). If the Executive's employment is terminated as provided in this Section 7(a) prior to the first declaration and payment of bonus compensation under this Agreement, the annual bonus amount used for determining Severance Pay shall be deemed to be $187,500 (which amount shall not be multiplied by 75% in the Severance Pay calculation). The deemed bonus compensation referenced in the preceding sentence is not intended to be indicative of the appropriateness of the amount of bonus compensation as may be determined from time to time for its employees on by the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageCompensation Committee.
Appears in 1 contract
Sources: Employment Agreement (Chartermac)
Severance. (i) Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below5(d)(ii), in the event that if during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause, then (A) until February 28, 2003 or the Employee has a Separation from Service as a result second anniversary of the Company terminating Termination Date, whichever is later (the Employee’s employment without Cause or "Severance Period"), Employer shall (1) continue to pay Officer his annual base salary, at the Employee terminating Annual Rate in effect on the Employee’s employment for Good Reason:
Termination Date, and (a2) The Company provide the benefits specified in Section 4(e) hereof, (B) Employer shall pay to Officer, within ten (10) days after the Employee end of each Fiscal Year ending during the Severance Period, an amount equal to the total amount of incentive compensation paid or payable to Officer pursuant to Section 4(b) in respect of the Fiscal Year immediately preceding the Fiscal Year in which Officer's Termination Date occurs (the "Bonus Rate"); provided, however, that in the event the Severance Period ends on a date prior to the end of a Fiscal Year, Employer shall also pay Officer an amount equal to the product of (1) the Bonus Rate and (2) the fraction obtained by dividing (x) the number of days elapsed since the end of the immediately preceding Fiscal Year through the end of the Severance Period by (y) 365, and (C) all stock options held by Officer on the Termination Date shall become immediately and fully exercisable.
(ii) If after a "Change in Control" (as defined in Appendix A to this Agreement) and during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause or by Officer for Good Reason, then (A) Employer shall pay Officer in a single payment as soon as practicable after the Termination Date, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash equal to three times the sum of (i1) eighteen Officer's annual base salary at the Termination Date and (182) months the greater of (x) the average of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusaggregate bonus and/or incentive award, if any. Subject , paid or payable to the Officer for each of the two (2) Fiscal Years preceding the Fiscal Year in which the Officer's termination of employment occurs (or such fewer number of Fiscal Years for which the Officer was eligible to receive a bonus and/or incentive award) and (y) the bonus and/or incentive award paid for the Fiscal Year immediately preceding the date of the Change in Control, (B) Employer shall continue to provide for three years from the Termination Date the benefits specified in Section 9 below4(e) hereof, payment provided that the coverage and benefits provided during this period shall be made no less favorable to Officer and his dependents than the most favorable of such coverages and benefits provided Officer and his dependents during the 90-day period immediately preceding the Change in a lump sum sixty (60) days Control or as of any date following the Employee’s Separation Change in Control but preceding the date of Officer's termination and (C) all stock options held by Officer on the Termination Date shall become immediately and fully exercisable. For purposes of this Agreement, "Good Reason" shall be deemed to occur if Employer (x) breaches this Agreement in any material respect, (y) requires that Officer be based anywhere more than fifty (50) miles from Service.
(b) The Employee and such of the Employee’s dependents as are participating office where Officer is located as of the date of the Employee’s termination hereof, or (“Covered Dependents”z) shall be entitled to continue to participate takes any other action which results in the major medical diminution in Officer's status, title, position and dental benefit plans sponsored responsibilities other than an insubstantial action not taken in bad faith and maintained which is remedied by Employer promptly after receipt of notice by Officer. Notwithstanding the Company foregoing, the Officer shall not have Good Reason to terminate employment with the Employer (or otherwise have the right to claim that he or she has been constructively terminated from time to time for its employees on the same basis and at the same cost employment) due solely to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date fact that the Employee is first eligible Employer shall cease to participate in be a major medical benefit program maintained by public company and shall become a successor employer, and the right subsidiary of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageanother publicly-traded corporation.
Appears in 1 contract
Sources: Employment Agreement (Countrywide Credit Industries Inc)
Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection her employment with a Change of Control as provided in Section 4 belowthe Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause, in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows:
(ai) The Company shall severance pay to the Employee in an amount equal to 1.0 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of (i) eighteen (18) months of termination in accordance with the EmployeeCompany’s base normal payroll practices with such installments to be no less frequent than monthly salary in effect and to commence on the first payroll date following the Employee’s employment terminates, date of termination; and
(ii) one hundred fifty percent all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (150%30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the Employee’s Average Annual Cash Bonusbenefit plans, plus policies and arrangements; and
(iii) if approved by the Compensation Committee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or (B) the date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (i) and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon her execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.
Appears in 1 contract
Severance. Except in circumstances in which (a) Subject to Section 1(b), Annex B and the Employee would be entitled to payments other terms and benefits in connection with a Change conditions of Control as provided in Section 4 belowthis letter agreement, in the event that that, during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s Termination Period, your employment is terminated without Cause or the Employee terminating the Employee’s employment you resign for Good ReasonReason (any such termination during the Termination Period, a “Qualifying Termination”), in addition to any unpaid salary, accrued but unpaid bonus for the year preceding the year of termination, and vested benefits (including, but not limited to, reimbursement for reimbursable business expenses incurred prior to such termination, unused vacation, and unused sick days) owed to you as of the date of such termination, you (or in the event of your death following a Qualifying Termination, your beneficiary) shall be entitled to:
(ai) The Company a severance payment (“Severance Payment”) equal to:
(A) in the case of a Qualifying Termination during Protection Period One, 1.5 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall pay be paid to you, with respect to the Employee salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of eighteen (18) months following the date of such termination, and with respect to the bonus component, in a lump sum; or 2750/70442-001 CURRENT/81215729v7 2750/70442-001 CURRENT/81215729v8
(B) in the case of a Qualifying Termination during Protection Period Two, 1.0 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of twelve (12) months following the date of such termination (such twelve (12) month period with respect to Protection Period Two and the eighteen (18) month period described in Section 1(a)(i)(A) with respect to Protection Period One, each a “Severance Period”), and with respect to the bonus component, in a lump sum;
(ii) a monthly payment of an amount equal to the sum monthly premiums for continuation coverage under the Company’s group health plans (in which you and your applicable covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of (ix) the expiration of the applicable Severance Period and (y) the date you become eligible for group health insurance coverage through a new employer (the “COBRA Payments”) (subject to your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (if any) at the applicable active employees’ rate and any administrative fee); provided that if such continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the Company or any of its affiliates, as reasonably determined by the Company in its sole discretion, you and the Company will work together to identify an alternative arrangement that provides substantially the same economic benefit as these COBRA Payments without any increase in cost to the Company; and
(iii) vesting of each outstanding equity award granted to you by the Company that is listed in Annex C (“Equity Awards”), to the extent provided below (“Equity Vesting”):
(A) except with respect to Equity Awards that are shares of restricted stock of the Company, for your unvested Equity Awards that have no performance requirements (“Time-Vested Awards”) and for your unvested Equity Awards that have performance requirements and/or milestones (“Performance-Vested Awards”) for which the performance requirements and/or milestones were satisfied as of the date of your Qualifying Termination, continued vesting during the applicable Severance Period (twelve or eighteen months, as the case may be under Section 1(a)(i)); 2750/70442-001 CURRENT/81215729v8
(18B) with respect to Equity Awards that are shares of restricted stock of the Company for which performance requirements and/or milestones were satisfied or no performance requirements or milestones were required as of your Qualifying Termination, accelerated vesting of the portion of the shares of restricted stock that would have otherwise vested during the applicable Severance Period had you not had a Qualifying Termination and had you continued to be employed by the Company during the applicable Severance Period;
(C) for your Performance-Vested Awards for which the performance requirements and/or milestones were not satisfied as of the date of your Qualifying Termination (other than the September 2016 performance-based restricted stock award subject to a performance milestone based on achievement of a specified quarterly revenue run rate target through June 30, 2018 (the “September 2016 RSA”), accelerated vesting of the portion of the Performance-Vested Awards that vest within six (6) months following your Qualifying Termination based on the actual achievement of the Employee’s base monthly salary in effect applicable performance requirements and/or milestones and without regard to any further time-based vesting requirement; and
(D) for your September 2016 RSA, accelerated vesting of that award on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusactual achievement of the performance milestone by June 30, plus (iii) if approved 2018 and without regard to any further time-based vesting requirement. Equity Awards that are not vested by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment dates set forth above shall be made forfeited and cancelled in a lump sum sixty (60) days following the Employee’s Separation from Servicetheir entirety on such applicable dates.
(b) The Employee Notwithstanding anything herein to the contrary, the Company’s (or any of its affiliates’) obligations to pay you the Severance Payments, pay you the COBRA Payments, and such of provide you the Employee’s dependents Equity Vesting as are participating as of the date of the Employee’s termination (“Covered Dependents”described in Section 1(a)(iii) shall be entitled to continue to participate conditioned upon your execution, delivery, and non-revocation of a valid and enforceable release of claims in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees favor of the Company and their dependents for a maximum period equal its affiliates that is substantially in the form attached hereto as Annex D (the “Release”) which Release, within 60 days after your termination date, has become effective and is no longer subject to revocation under applicable law. Subject to the number foregoing and the provisions set forth herein, the Severance Payments and COBRA Payments will commence to be paid to you on the 61st day following your employment termination date, and shall include any Severance Payments and COBRA Payments that were otherwise scheduled to be paid prior thereto. Subject to the foregoing and the provisions set forth herein, vesting and forfeiture of months for which Equity Awards shall be suspended during the Company is obligated sixty (60) day period following the date of your Qualifying Termination (“Suspension Period”), and such Equity Awards shall vest only (including those scheduled to pay vest during the Employee’s base salary pursuant Suspension Period) at the end of and following the Suspension Period in accordance with Section 1(a)(iii) if you timely execute and do not revoke the Release during the Suspension Period. 2750/70442-001 CURRENT/81215729v8
(c) Notwithstanding anything herein to Section 3(a) above. Should the Employee for himself contrary, a Qualifying Termination shall occur only if such termination occurs on or herself or his or her Covered Dependents elect to continue participation in following the Company’s planshiring of a new Chief Executive Officer of the Company who is not currently employed by the Company (“New CEO”) or if such termination is in connection with, or otherwise related to the hiring of a New CEO. Any termination that occurs as a result of any action by the Company’s current Chief Executive Officer shall not be a Qualifying Termination under this letter agreement. Notwithstanding anything in this Section 1 to the contrary, in the event your employment is terminated by the Company without Cause or by you for Good Reason on or after the execution date of this letter agreement but before the Commencement Date, and your termination follows, is in connection with, or is otherwise related to, the end hiring of such continued participationa New CEO, rather than the termination of the Employee’s employment, you shall be considered the qualified event deemed for purposes of this letter agreement to have had a Qualifying Termination on the Employee’s Commencement Date and therefore entitled to the Covered Dependents’ right Severance Payments, COBRA Payments, and Equity Vesting under Section 1 (in addition to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingany salary or bonus earned, the right of the Employee to continue to participate in such programs shall terminate as of health benefits provided, or Equity Award vesting from the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as your actual termination of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition employment to the Employee’s rights under this Section 3(bCommencement Date), subject to the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical terms and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageconditions set forth therein.
Appears in 1 contract
Severance. Except in circumstances (a) Subject to Section 18 hereof, if (i) the Company terminates the employment of the Executive during the Employment Period without Cause, or (ii) the Executive terminates his employment during the Employment Period for Good Reason, then Executive shall be entitled to receive Base Salary, incentive cash compensation (determined on a pro-rated basis as to the year in which the Employee would be entitled Termination Date occurs), pay for accrued but unused paid time off, and reimbursement for expenses pursuant to payments Section 11 hereof through the Termination Date, and benefits six (6) months of the Executive’s specified Base Salary hereunder at the rate in connection effect on the Termination Date payable over six months in accordance with a Change of Control the Company’s regular payroll practices; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as provided in Section 4 below, specified in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) option grant agreements). The Company shall pay to the Employee an amount equal to cash amounts provided for in this Section (other than Base Salary) within thirty (30) days after the sum of six (i6) eighteen (18) months month anniversary of the Employee’s base monthly salary in effect on date of such termination (but no later than the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) end of the Employee’s Average Annual Cash Bonuscalendar year in which such six (6) month anniversary occurs); provided, plus (iii) however, that pay for accrued but unused paid time off shall be paid as soon as practicable following such termination. Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any period following the Termination Date if approved it shall have been determined in writing by the Compensation Committee a court of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject competent jurisdiction or by any arbitrator appointed pursuant to Section 9 below, payment shall be made in a lump sum sixty 23 that the Executive has materially violated the provisions of Sections 16 and 17 of this Agreement and such violation has not been cured within thirty (6030) days following receipt of written notice from the Employee’s Separation from ServiceCompany containing a description of the violation and a demand for immediate cure. The Company also may withhold any severance pay while it pursues such determination.
(b) Subject to Section 18 hereof, if (A) the Executive voluntarily terminates his employment during the Employment Period other than for Good Reason or (B) the Executive’s employment is terminated by the Company during the Employment Period for Cause, then the Executive shall be entitled to receive salary, pay for accrued but unused paid time off, and reimbursement of expenses pursuant to Section 11 hereof through the Termination Date only; vesting of Outstanding Options shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements). The Employee and such of Company shall pay the Employee’s dependents as are participating as cash amounts provided for in this Section within thirty (30) days after the six (6) month anniversary of the date of the Employee’s such termination (“Covered Dependents”but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as soon as practicable following such termination.
(c) Subject to Section 18 hereof, if the Executive’s employment is terminated during the Employment Period due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to continue receive (i) salary, reimbursement of expenses pursuant to participate Section 11 hereof, and pay for any unused paid time off accrued through the Termination Date; (ii) a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs; and (iii) a lump sum equal to six (6) months of the Executive’s specified Base Salary hereunder at the rate in effect on the Termination Date. In such case, vesting of the Outstanding Options shall cease on such Termination Date, and any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the major medical option grant agreements). Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall pay the cash amounts provided for in this Section on the thirtieth (30th) day following the Executive’s death, or if termination is due to Disability, within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs).
(d) In addition to the provisions of 10(a), 10(b), or 10(c), hereof, as the case may be, to the extent COBRA shall be applicable or as provided by law, the Executive and/or his dependants shall be entitled to continuation of group health plan benefits for the periods provided by law following the Termination Date if the Executive (or his survivors) makes the appropriate election and dental benefit plans sponsored payments; provided, further, that if the Executive and/or his survivors are entitled to severance under Section 10(a) or 10(c) hereof, and the Executive and/or his survivors elect COBRA coverage under a group health plan maintained by the Company, the Company from time shall continue to time contribute towards the cost of such coverage for its employees on the same basis and Executive and/or his dependents for the twelve (12) month period following his Termination Date, at the same cost to rate which was in effect upon the Employee as active employees date of the Company and their dependents for a maximum period equal to the number such termination of months for which the Company is obligated to pay the Employee’s base salary pursuant employment.
(e) Subject to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans18 hereof, the end of such continued participationExecutive acknowledges that, rather than the upon termination of the Employee’s his employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right he is entitled to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingno other compensation, the right of the Employee severance or other benefits other than those specifically set forth or referred to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageAgreement.
Appears in 1 contract
Severance. Except in circumstances in The Purchaser shall establish and maintain for a period of not less than 12 months from the Polymers Closing Date (for the benefit of the Transferred Polymers Employees) or the Base Chemicals Closing Date (for the benefit of the Transferred Base Chemicals Employees), a severance program providing to such Transferred Employees who leave the employ of the Purchaser and its Affiliates at any time during the 12-month period after the Polymers Closing or the Base Chemicals Closing, as the case may be, for any reason other than through death, disability, discharge for cause (including, but not limited to, negative results on a drug test or background check administered after the applicable Closing) or the employee’s voluntary act, severance benefits that are at least equal to those provided under the Sellers’ applicable severance programs, copies of which have been provided to the Employee would be entitled Purchaser. With respect to payments those Business Employees listed on Schedule 6.7(a)-2 under the heading “Polymers” who do not become Transferred Polymers Employees, and those Business Employees listed on Schedule 6.7(a)-2 under the heading “Base Chemicals” who do not become Transferred Base Chemicals Employees, the Purchaser and the Sellers agree that they will contribute equally to the payment of severance benefits in connection with a Change of Control (as provided in Section 4 belowunder the Sellers’ applicable severance programs, copies of which have been provided to the Purchaser) that are payable to those Business Employees whose employment with the Sellers, or with any Affiliate of the Sellers, ends within six months after the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, provided, however, with respect to any such Business Employees who are re-employed by the Sellers or any Affiliate of the Sellers within six months of the end of his employment, the Sellers shall promptly return to the Purchaser the amount of severance paid to such Business Employee and borne by the Purchaser; and provided, further, that in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansBase Chemicals Closing does not occur, the end Purchaser shall have no liability for the payment of such continued participation, rather than any severance benefits for those Business Employees listed on Schedule 6.7(a)-2 under the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageheading “Base Chemicals.”
Appears in 1 contract
Sources: Asset Purchase Agreement (Huntsman International LLC)
Severance. Except in circumstances in which 4.1 If the Employee would Term is terminated pursuant to Section 3.1, 3.2 or 3.3 hereof, or by you other than pursuant to Section 3.4.1, you shall be entitled to payments receive your Salary and any additional benefits in connection with a Change of Control as provided hereunder at the rates provided in Section 4 below2 hereof to the date on which such termination shall take effect and you or your estate shall be entitled to the 2002 Bonus, if not then paid.
4.2 If the Term is terminated by you pursuant to Section 3.4.1, the Company shall continue thereafter to provide you (i) payments of your Salary in the event that during manner and amounts specified in Section 3.1 until December 31, 2004 (the term "Good Reason Severance Period"), (ii) any unpaid portion of this Agreement the Employee has a Separation from Service 2002 bonus and (iii) fringe benefits in the manner and amounts specified in Section 2.6 until the earlier of (x) the period ending on the date you begin work as an employee or consultant for any other entity or (y) the end of the Good Reason Severance Period. In addition, all unvested equity arrangements provided to you prior to the Effective Date or under any employee benefit plan of the Company shall be accelerated upon the occurrence of the Third Party Change in Control and shall remain exercisable for ninety days thereafter.
4.3 If the Term expires on the Scheduled Expiration Date as a result of the Company terminating giving a Notice of Nonrenewal, all payments of your Salary and all fringe benefits specified in Section 2 shall cease on the Employee’s employment without Cause Scheduled Expiration Date but all unvested equity arrangements provided to you prior to the Effective Date or under any employee benefit plan of the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay continue to vest until the Employee second anniversary of the Scheduled Expiration Date unless vesting is accelerated upon the occurrence of the Third Party Change in Control and shall remain exercisable during such two year period and for ninety days after the end of such two year period.
4.4 You understand and agree that if you become employed by a new employer or self-employed after the Termination Date but prior to December 31, 2004, up to one-half of the Salary payable to you after the Termination Date shall be reduced by an amount equal to the sum amount earned from such employment (which shall not include director fees) with respect to that period (and you shall be required to return to the Company, without interest, any amount by which such payments pursuant to Section this 4.4 exceed the Salary to which you are entitled after giving effect to that reduction) and, if you become eligible to receive medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits provided under Section 2.6 shall be terminated. You agree to permit verification of your employment records and Federal income tax returns by an independent attorney or accountant, selected by the Company but reasonably acceptable to you, who agrees to preserve the confidentiality of the information disclosed by you except to the extent required to permit the Company to verify the amount received by you from other active employment.
4.5 For purposes of this Agreement, a Third Party Change in Control shall be deemed to have occurred if (i) eighteen any "person" or "group" (18as such terms are used in Sections 13(d) months and 14(d) of the Employee’s base monthly salary Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial owner" (as defined in effect on Rule 13d-3 promulgated under the date Exchange Act), directly or indirectly, of securities of the Employee’s employment terminatesCompany representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, (ii) one hundred the Company is a party to any merger, consolidation or similar transaction as a result of which either (x) the Company's common stock ceases to be listed on a national securities exchange or on NASDAQ or (y) the shareholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (15050%) of the Employee’s Average Annual Cash Bonuscombined voting power of the surviving entity's outstanding securities entitled to vote in the election of directors of the surviving entity, plus or (iii) if approved by the Compensation Committee all or substantially all of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees assets of the Company are acquired by a Third Party. "Excluded Group" means a "group" (as such term is used in Sections 13(d) and their dependents for a maximum period equal to 14(d) of the number Exchange Act) that includes one or more Excluded Persons; provided that the voting power of months for which the voting stock of the Company "beneficially owned" (as such term is obligated used in Rule 13d-3 promulgated under the Exchange Act) by such Excluded Persons (without attribution to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination Excluded Persons of the Employee’s employment, shall be considered the qualified event for purposes ownership by other members of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right "group") represents a majority of the Employee to continue to participate in such programs shall terminate as voting power of the date that voting stock "beneficially owned" (as such term is used in Rule 13d-3 promulgated under the Employee is first eligible to participate in a major medical benefit program maintained Exchange Act) by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragegroup.
Appears in 1 contract
Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the EmployeeCompany without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment without Cause or by the Employee terminating the Employee’s employment Company for Good ReasonReason (as defined in Section 4(d)), then, subject to Section 4(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the following, subject to the provisions of Section 11 hereof:
(ai) The Company shall pay to the Employee an amount equal to the lesser of (A) [$ ] and (B) the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employee’s employment terminatesaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (iisuch lesser amount, the “Cash Severance”) one hundred (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall be [$ ]), with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the EmployeeEmployment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Separation from Service.Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and
(bii) The Employee a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such of target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Employee’s dependents as are participating Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the date of Employment Termination Date relative to the Employee’s termination (“Covered Dependents”hurdles set) shall be entitled to continue to participate in which the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to [$ ] minus the amount of Cash Severance; and if the amount of Cash Severance is equal to [$ ] then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and
(iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to the Employee Executive as active employees if Executive were an employee of the Company and their dependents (excluding, for a maximum period equal to the number purposes of months for which the Company is obligated calculating cost, an employee’s ability to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue premiums with pre-tax dollars), continued participation in the Company’s plans, group health plan (to the end extent permitted under applicable law and the terms of such continued participationplan) which covers Executive (and Executive’s eligible dependents) during the Health Care Reimbursement Period (defined below), rather than provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the termination conclusion of the Employee’s employmentHealth Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, shall subject to the Company determining that reimbursement of such premiums would not reasonably be considered expected to result in the qualified event imposition of any excise taxes on the Company for purposes any failure to comply with the nondiscrimination requirements of the Employee’s Patient Protection and Affordable Care Act of 2010, as amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of period commencing on the date that Executive ceases to be employed by the Employee is first eligible Company and ending on the earliest to participate in a major medical benefit program maintained by a successor employer, and the right occur of the Employee’s dependents to participate in such programs shall terminate as of (x) the date that such dependents are first eligible to participate three months after the Employment Termination Date (or six months after the Employment Termination Date if the Company has made a Non-Competition Extension Election (as defined in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b9(a)), (y) the Employee agrees to promptly notify date on which the Company if either can no longer provide Executive with COBRA benefits under applicable law and (z) the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become date on which Executive becomes eligible for alternative employer sponsored major medical benefit coveragehealth care coverage under the plan of a subsequent employer.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with Upon a Change of Control as provided in Section 4 below, in the event that during the term termination of this Agreement the without “good reason” by Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company with cause by DubLi, DubLi shall immediately pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee all accrued and such of the Employee’s dependents as are participating unpaid compensation as of the date of the Employee’s termination (“Covered Dependents”) such termination, and Employee shall not be entitled to continue a “Severance Payment.” Upon a termination of this Agreement with “good reason” by Employee or without cause by DubLi, DubLi shall immediately pay to participate in Employee all accrued and unpaid compensation as of the major medical date of such termination plus the Severance Payment. The accrued compensation due and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and payable at termination shall bear interest at the same cost lesser of six percent (6%) per annum or the maximum rate permitted by law until such amounts are paid in full. If this Agreement is terminated with “good reason” by Employee or for any reason by DubLi the “Severance Payment” shall equal the total amount of salary payable to Employee under Section 4.1 of this Agreement from the Employee as active employees date of the Company and their dependents for a maximum period such termination until three (3) months after termination payable in equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, installments at the end of such continued participationregular payroll accounting periods as are established by DubLi, rather or in such other installments upon which the parties hereto shall mutually agree. After one year of employment, the “Severance Payment” shall increase to the total amount of salary payable to Employee under Section 4.1 of this Agreement from the date of such termination until six (6) months after termination. If this Agreement is terminated for any reason by Employee or DubLi, all vested stock options then held by the Employee will remain exercisable for a period of ninety (90) days from the date of such termination, but in no event later than the termination expiration date of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expenseoption. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.AM 18063983.3
Appears in 1 contract
Sources: Employment Agreement (DubLi, Inc.)
Severance. Except in circumstances in which the Employee Executive will receive severance compensation and benefits as would be entitled provided under the Severance Plan, as the same may be amended from time to payments time, if Executive incurs a “Qualifying Termination,” as such term is defined in Section 1.07(e) hereof (and without regard to whether the termination is with or without notice under this Agreement), and executes an agreement with the Company under which Executive releases all known and potential claims related to Executive’s employment against Block, the Company, and Affiliates. Such compensation and benefits in connection with a Change will be Executive’s election (the “Severance Election”) of Control the same level of severance compensation and benefits as would be provided in Section 4 below, in under the event that during Severance Plan as such plan exists either (A) on the term date of this Agreement or (B) Executive’s Last Day of Employment; provided, however, (1) the Employee has a Separation from Service “Severance Period” (as a result such term is defined in the Severance Plan) will be 12 months, notwithstanding any provision in the Severance Plan or Future Severance Plan to the contrary, (2) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a) of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Severance Plan as it exists on the date of this Agreement or Future Severance Plan, notwithstanding any provision in the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents Severance Plan as are participating as of it exists on the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost this Agreement or Future Severance Plan to the Employee as active employees of the Company contrary, and their dependents for a maximum period equal (3) all restrictions on any nonvested Restricted Shares awarded to the number of months for which the Company is obligated to pay the Employee’s base salary Executive, including those awarded pursuant to Section 3(a) above. Should 1.03(d), that would have vested in accordance with their terms by reason of lapse of time within 18 months after the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end effective date of such continued participation, rather than the termination of the Employee’s employment (absent such termination of employment, ) shall terminate and such Restricted Shares shall be considered fully vested and any Restricted Shares that would not have vested in accordance with their terms by reason of lapse of time within 18 months after the qualified event for purposes effective date of termination of employment shall be forfeited, notwithstanding any provision in the Employee’s and Severance Plan as it exists on the Covered Dependents’ right date of this Agreement or Future Severance Plan to elect COBRA continuation coverage at their own expensethe contrary. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate Severance Plan as of it exists on the date that of this Agreement is attached hereto as Exhibit A. Executive must notify the Employee is first eligible to participate Company in a major medical benefit program maintained by a successor employer, writing within 5 business days after Executive’s Last Day of Employment of Executive’s Severance Election. Severance compensation and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights benefits provided under this Section 3(b)1.07(d) will terminate immediately if Executive violates Sections 3.02, the Employee agrees to promptly notify 3.03, or 3.05 of this Agreement or becomes reemployed with the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragean Affiliate.
Appears in 1 contract
Sources: Employment Agreement (H&r Block Inc)
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result Sections 7(a) through 7(c) of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good ReasonAgreement shall be amended and restated in their entirety to provide as follows:
(a) The If Company shall or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executive’s termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay six (6) months of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) if Executive elects to continue Executive’s health insurance coverage under the Employee an amount equal to Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the sum same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) eighteen (18) months the close of the Employee6 month period following the termination of Executive’s base monthly salary in effect on the date the Employee’s employment terminatesemployment, (ii) one hundred fifty percent (150%) the expiration of the EmployeeExecutive’s Average Annual Cash Bonuscontinuation coverage under COBRA, plus or (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made date when Executive becomes eligible for substantially equivalent health insurance coverage in a lump sum sixty (60) days following the Employee’s Separation from Serviceconnection with new employment or self-employment.
(b) The Employee If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executive’s termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay twelve (12) months of Executive’s Base Salary at the Employeerate in effect at the time of Executive’s dependents as are participating as resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, (3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the Employee12 month period from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (4) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“Covered DependentsCOBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 7(a) and 7(b) are collectively referred to as “Severance.” Subject to Section 8(a) and to any required six (6) month delay pursuant to Section 15, Severance payments, other than reimbursements of COBRA premiums, shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained made by the Company from time to time for its employees on the same basis in one lump sum and at the same cost to the Employee as active employees shall be paid within thirty (30) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of any such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.”
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Severance. Except (a) Although nothing in circumstances this Section 4 shall be construed to alter the at-will nature of employment as set forth in which Section 1 above, if Executive is terminated by the Employee would Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to payments and benefits cash in connection with a Change lieu of Control as provided in Section 4 belowoutplacement services. If Executive is terminated by the Company without Cause, in the event that during the term of this Agreement the Employee has a Separation from Service resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company terminating (the Employee“Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s employment without Cause or obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Employee terminating Company a fully effective general release in the Employee’s employment for Good Reason:
(a) The form attached to this Agreement as Attachment A. Company shall pay to Executive the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Salary Severance on the date which is the Employeelater of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s employment terminatesSenior Executives for the applicable year, (iior the date that is six months after the date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days contributions following the Employeetermination of Executive’s Separation from Serviceemployment.
(b) The Employee In the event that Executive is qualified for and such elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Employee’s dependents cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as are participating as of the date of the Employee’s termination (“Covered Dependents”set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained forfeited.
(c) If Executive is terminated by the Company from time to time without Cause or resigns for its employees Good Reason, and on the same basis and at the same cost effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Employee as active employees of Company’s common shares or if the Company and their dependents for a maximum period equal determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation trade in the Company’s planscommon shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $125,000 (the end of such continued participation, rather than “Blackout Period Severance”). Company shall pay Executive the termination of Blackout Period Severance on the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the same date that the Employee Salary Severance is first eligible paid.
(d) For purposes of this Agreement, the Company shall have “Cause” to participate terminate the Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a major medical benefit program maintained by material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a successor employer, violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the right Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the EmployeeCompany’s dependents affiliates); provided, however, that Executive shall not be deemed to participate have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such programs shall terminate as breach is not fully corrected prior to the expiration of the date that such dependents are first eligible thirty (30) calendar day period following delivery to participate Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in an alternative employer sponsored major medical benefit program. As reasonable detail.
(e) Executive will be deemed to have a condition “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as Chief Financial Officer, (ii) the failure by any successor of the Company to assume in writing the EmployeeCompany’s rights obligations under this Section 3(bAgreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the Employee agrees to promptly notify failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if either the Employee or his or her dependents who continue Company suspends Executive due to participate in an indictment of Executive on felony charges, provided that the CompanyCompany continues to pay Executive’s major medical salary and dental benefit plans become eligible benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for alternative employer sponsored major medical benefit coverageresignation and regardless whether the Company has Cause to terminate Executive.
Appears in 1 contract
Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to one month of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c) and (d).
(b) If during the Term of this Agreement there is a CC Termination, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic) if approved by the Compensation Committee of the Board, and (d).
(c) Any severance payment payable to Employee pursuant to this Section 7 (a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.
(d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service.
service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.
Appears in 1 contract
Severance. Except in circumstances in which Upon the Employee would be layoff of an employee covered by this Agreement, the employee shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing:
(a) The Company shall pay to the Employee an amount equal to the sum Pay in lieu of prior notice not given by Anixter Center,
(ib) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash BonusAccrued annual leave, if any. Subject to Section 9 belowIn the event of an employee’s dismissal, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) he/she shall be entitled to continue only accrued annual leave, unless an employee has not passed his/her probationary period in which event the employee would not be entitled to participate any annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is defined as identical pay and reasonably similar qualifications as the position the employee formerly held. In the event the employee rejects an offer of a comparable job, the employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the major medical event of a layoff shall be as follows:
1 year but less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and dental benefit plans sponsored and maintained by the Company from time to time for its employees on over 25 days Severance pay will be paid out in the same basis and at manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the same cost applicable limit shown above is reached, or (b) when a comparable opening is offered to the Employee employee, whichever occurs first. An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as active employees outlined above, in any twelve (12) month period regardless of the Company and their dependents for a maximum period equal to the number of months for which times the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall employee may be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragelaid off.
Appears in 1 contract
Sources: Collective Bargaining Agreement
Severance. Except As soon as practicable after the Termination, but in circumstances any event no later than 10 business days following such Termination, the Company shall pay or cause to be paid to the Executive, a lump sum cash amount equal to three (3) times the sum of (i) the Executive's annual base salary on the Effective Date (the "Base Salary"), (ii) the Bonus, and (iii) the value of the perquisites (e.g., car allowance, club dues, etc., including any ordinary tax gross-ups for perquisites) provided to Executive in respect of the year prior to the Change of Control and, if greater, the year in respect of which the Employee would be entitled to payments and benefits Change of Control occurs. In making the calculation in connection with the immediately preceding sentence, if a Change of Control as provided in Section 4 below, shall occur prior to a determination by the Board in the event that during the term of this Agreement the Employee has a Separation from Service as a result year 2000 of the Company terminating Executive's bonus for 1999, the Employee’s employment without Cause annual base salary referred to in clause (i) of the immediately preceding sentence shall be deemed the Executive's annual base salary for 1998 and the Bonus referred to in clause (ii) of the immediately preceding sentence shall be deemed the bonus paid to him in respect of 1998 (or if not then determined, 1997). In addition, at the Employee terminating time of the Employee’s employment for Good Reason:
(a) The Company above payment, the Executive shall pay be entitled to the Employee an amount additional lump sum cash payment equal to the sum of (iA) eighteen Executive's annual salary through the date of termination, (18B) months a pro rata portion of the Employee’s base monthly salary in effect on Bonus (calculated through the date of termination); provided, however, if a Change of Control shall occur prior to a determination by the Employee’s employment terminates, (ii) one hundred fifty percent (150%) Board in the year 2000 of the Employee’s Average Annual Cash BonusExecutive's bonus for 1999, plus the amount payable in respect of clause (iiiA) shall be calculated as if approved by the Compensation Committee Executive's annual salary rate were that payable to him in 1998 and the amount payable in respect of clause (B) shall be the Boardpro rata portion of his Bonus for 1998 (or if not then determined, a Pro Rata Portion of the Employee’s Annual Cash Bonus1997), and (C) an amount, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s Executive's rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragethereto.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company terminating the Employee’s employment without Cause or the Employee terminating the Employeeby reason of Executive’s employment resignation for Good Reason, in either case within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) below, will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s Separation from Service occurs:
(ai) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the Employee date of Executive’s Separation from Service at the rate then in effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service;
(ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to two hundred and seventy-five percent (275%) multiplied by Executive’s annual base salary as in effect immediately prior to the sum date of Executive’s Separation from Service;
(iiii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months of the Employee’s base monthly salary in effect on following the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the EmployeeExecutive’s Separation from Service.
Service (b) The Employee or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and such of his or her eligible dependents who were covered under the EmployeeCompany’s dependents as are participating health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Employeedate of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s termination insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to eighteen (“Covered Dependents”18) multiplied by the monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service);
(iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated in full effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be entitled construed to continue limit any more favorable vesting applicable to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Stock Awards in the Company’s plansequity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award;
(v) In the event that (A) Executive’s Separation from Service occurs in connection with or following a separation of the Company’s Imaging & Optics business (the “I&O Business”) from the other businesses of the Company through an initial public offering, merger or other sale transaction, spin-off or a split-off of the end I&O Business, or a combination of some or all of these transactions (collectively, a “Separation Event”), and (B) in connection with or following such Separation Event, Executive is offered employment with the entity continuing the I&O Business, or any parent or subsidiary thereof, then (1) Executive shall not be entitled to any payments or benefits under this Section 3(a) as a result of such continued participationSeparation from Service, rather than regardless of the circumstances of such Separation from Service, (2) any such Separation from Service shall be treated in the same manner as a termination of the EmployeeExecutive’s employment, shall be considered the qualified event employment under Section 3(b) below for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in determining the Company’s major medical financial or further obligations to Executive upon such termination of employment, and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage(3) this Agreement shall terminate upon Executive’s Separation from Service; and
(vi) Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company or an affiliate of the Company to such individual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and any entity.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Tessera Technologies Inc)
Severance. Except in circumstances in which the (a) If, on or before June 8, 1998, Employee’s employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee would shall be entitled to receive severance payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay to the Employee totaling an amount equal to the sum of twelve (i) eighteen (1812) months Compensation (calculated at the rate of Compensation then being paid to Employee). Any severance payments to be paid to Employee under this Section 4(a) or under Section 4(b) below shall be referred to herein as the “Severance Payment”. Employee’s Severance Payment under this Section 4(a) shall be paid by Dendrite in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Serviceemployment.
(b) The Employee and such of the If, after June 8, 1998, Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee shall be entitled to continue receive severance payments totaling an amount equal to participate six (6) months Compensation (calculated at the rate of Compensation then being paid to Employee). Employee’s Severance Payments under this Section 4(b) shall be paid by Dendrite in six (6) consecutive equal monthly payments commencing not later than thirty (30) days after the major effective date of the termination of Employee’s employment.
(c) No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee’s employment described in Sections 4(a) or 4(b) above, Employee shall be provided continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group medical and dental benefit plans sponsored and maintained by plans. During the Company from time to time for its employees on period which Employee receives any Severance Payment, Employee’s cost of COBRA coverage shall be the same basis and at as the amount paid by employees of Dendrite for the same cost coverage under Dendrite’s group health and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease.
(d) The making of any Severance Payment hereunder is conditioned upon the signing of a general release in form and substance satisfactory to Dendrite under which Employee as active employees releases Dendrite and its affiliates together with their respective officers, directors, shareholders, employees, agents and successors and assigns from any and all claims he may have against them. In the event Employee breaches Sections 7, 8, 9 or 11 of the Company and their dependents this Agreement, in addition to any other remedies at law or in equity, Dendrite may cease making any Severance Payment or any payments for a maximum period equal to the number COBRA coverage otherwise due under this Section 4. Nothing herein shall affect any of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself obligations or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the EmployeeDendrite’s rights under this Section 3(b)Agreement.
(e) For purposes of this Agreement, “Cause” as used herein shall mean (i) any gross misconduct on the part of Employee agrees with respect to promptly notify his duties under this Agreement, (ii) the Company if either engaging by Employee in an indictable offense which relates to Employee’s duties under this Agreement or which is likely to have a material adverse effect on the business of Dendrite, (iii) the commission by Employee of any willful or his intentional act which injures in any material respect or her dependents who continue could reasonably be expected to participate injure in any material respect the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragereputation, business or business relationships of Dendrite, including, without limitation, a breach of Sections 7, 8 or 11 of this Agreement, or (iv) the engaging by Employee through gross negligence in conduct which injures materially or could reasonably be expected to injure materially the business or reputation of Dendrite.
Appears in 1 contract
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, Severance pay in the event that during the term of this Agreement the Employee has a Separation from Service as a result amount of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
Nine (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (189) months of the EmployeeBase Salary, if termination is for any reason other than Cause or expiration of the Employment Term or resignation by Executive. Severance pay, if any, will be payable in 18 equal monthly installments. Executive will be required to execute and return the Company’s base monthly salary form Separation and Release of Claims Agreement (“Separation and Release”) within 45 days after Executive’s termination of employment in effect on order to be eligible to receive the severance pay described above. Payment of Executive’s severance shall commence no earlier the 7 calendar days after the Company receives the executed Separation and Release and no later than 90 days after the date of Executive’s separation from service (as defined in Section 1.409A 1(h) of the EmployeeTreasury Regulations) (“Separation from Service”), the exact date to be determined by the Company in its sole discretion, provided that Executive timely executes and returns the Separation and Release and does not subsequently revoke such execution. For all purposes of Section 409A of the Internal Revenue Code (the “Code”) and the related regulations, Executive’s employment terminatesentitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. To the extent permitted under Section 409A of the Code and the related regulations, any such payments that are excluded from the definition of “deferral of compensation” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations shall not be taken into account in determining the eligibility of the remaining severance payments for exclusion from the definition of “deferral of compensation” pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. “Cause” shall mean (i) Executive’s continued failure or refusal to substantially perform Executive’s duties hereunder for a period of 10 days following written notice by the Company to Executive of such failure or refusal, (ii) one hundred fifty percent (150%) dishonesty in the performance of the EmployeeExecutive’s Average Annual Cash Bonusduties hereunder, plus (iii) if approved by an act or acts on Executive’s part constituting (x) a felony under the Compensation Committee laws of the BoardUnited States or any state thereof or (y) a misdemeanor involving moral turpitude, a Pro Rata Portion of the Employee(iv) Executive’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made willful malfeasance or willful misconduct in a lump sum sixty (60) days following the Employeeconnection with Executive’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost duties hereunder or any act or omission which is materially injurious to the Employee as active employees financial condition or business reputation of the Company and their dependents or any of its subsidiaries or affiliates, (v) Executive’s unsatisfactory job performance, or (vi) Executive’s breach of any provision of this agreement, including the attached addendum. Additionally, if Executive becomes physically or mentally incapacitated for a maximum continuous period equal to the number of months for which 90 days or more, the Company is obligated has the right to pay terminate Executive’s employment without paying severance. For the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s planspurposes hereof, the end of such continued participation, rather than term “physical or mental incapacity” means Executive’s inability to perform the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate principal duties as of the date that the Employee is first eligible to participate in a major medical benefit program maintained contemplated by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageagreement.
Appears in 1 contract
Sources: Employment Agreement (Ami Celebrity Publications, LLC)
Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in In the event that during the term of a termination of this Agreement under Section 9, the Employee has a Separation from Service following shall apply:
a. If this Agreement and Executive’s employment hereunder terminates as a result of the Company terminating the EmployeeExecutive’s employment without Cause Disability or the Employee terminating the Employee’s employment for Good Reason:
(a) The death, then Company shall pay or provide to Executive (or Executive’s estate, as applicable) the following: (i) his Base Salary through the date Executive’s employment with Company ceases (the “Date of Termination”) not theretofore paid, (ii) any amount or benefit arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs or arrangements of the Company, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements, including payment of accrued vacation, (iii) reimbursement for business expenses properly incurred through the Date of Termination, payable pursuant to Company expense policy; (the amounts and benefits in (i), (ii) and (iii), the “Accrued Benefits”); and (iv) pro rata Target Bonus for the fiscal year of termination of employment, based upon the number of days Executive was employed by the Company in the fiscal year of termination (the “Pro Rata Bonus”), with the amounts in clauses (i) through (iv) payable no later than the 60th day following the Date of Termination.
b. If Company terminates this Agreement and Executive’s employment hereunder in a “Qualifying Termination” (as such term is defined in the Severance Plan), then Executive shall be entitled to the Employee payments and benefits provided for in the Severance Plan, as they may be increased from time to time, subject to the terms and conditions of the Severance Plan. Additionally, notwithstanding anything to the contrary in the Severance Plan, upon a Qualifying Termination under the Severance Plan, Executive will retain Executive’s then-outstanding performance stock units (“PSUs”), which PSUs will remain eligible to vest based on actual performance as measured on the applicable performance date.
c. If Executive terminates this Agreement and Executive’s employment hereunder in a Qualified Retirement, then (i) all of Executive’s outstanding restricted stock units (“RSUs”) will fully accelerate and vest and will be paid within the sixty (60)-day period following the date of such Qualified Retirement, in the form of, at the discretion of the Board, either (x) shares of the Company’s common stock or (y) cash, with each cash payment in an amount equal to the sum closing value of the shares of the Company’s stock underlying the RSUs on the date of such Qualified Retirement (or the next trading date if such date was not a trading date), less all applicable withholding taxes, and (ii) Executive will retain Executive’s then-outstanding PSUs, which PSUs will remain eligible to vest based on actual performance as measured on the applicable performance date; provided, in each case, that if notice for such Qualified Retirement is given within the six (6) month period following the date of grant of any RSUs or PSUs (the RSUs and PSUs granted during such period, the “Recent Awards”), then Executive will only receive acceleration of or retain and continue to be eligible to vest into, as applicable, a pro-rata portion of such Recent Awards based on Executive’s Date of Termination. For the avoidance of doubt, upon the occurrence of a Qualified Retirement, Executive shall not be entitled to any additional severance or benefits other than the Accrued Benefits and those benefits set forth in this Section 10.c.
d. For any termination other than those listed in Section 10.a.-c. and g., Executive shall receive only the Accrued Benefits.
e. Upon termination for any reason, Executive (i) eighteen (18) months of the Employeeshall provide reasonable cooperation to Company at Company’s base monthly salary expense in effect on the date the Employeewinding up Executive’s employment terminates, work for Company and transferring that work to other individuals as designated by Company and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved shall reasonably cooperate with Company in any investigation or litigation/future investigation or litigation as requested by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyCompany. Subject to Section 9 below, payment Any such cooperation shall be made subject to Executive’s business and personal commitments and shall not require Executive to cooperate against his own legal interests. Company shall reimburse Executive for all reasonable expenses incurred in such cooperation (including travel expenses at the levels utilized by Executive during his employment and legal expenses incurred if Executive reasonably believes independent counsel to be appropriate).
f. To be eligible for any payments under this Section 10 beyond the Accrued Benefits, Executive must (i) execute and deliver to Company a lump sum sixty (60) final and complete release in the form attached as Exhibit E hereto, which is nonrevocable within 45 days following the Employee’s Separation Date of Termination (the “Release”), and (ii) be in compliance in all material respects with this Agreement and each of the Ancillary Agreements, provided, that, any noncompliance may be cured within 30 days after written notice from Servicethe Company of the noncompliance. For the avoidance of doubt, the execution and non-revocation of the Release in accordance with this Section 10.e. shall satisfy any requirements under the Severance Plan regarding the execution and non-revocation of a release of claims.
(b) The Employee g. In the event of a Qualifying Termination under Executive’s separate Change in Control Severance Agreement, the provisions of that separate agreement shall apply and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall Executive will not be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees any severance payments under Section 10 of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageAgreement.
Appears in 1 contract
Sources: Employment Agreement (Compass Minerals International Inc)
Severance. Except in circumstances in which If the Employee would be entitled Company terminates the Executive’s employment pusuant to payments and benefits in connection with a Change of Control as provided in Section 4 below4(a) above, in the event that during Executive’s employment is terminated pursuant to Section 4(b) above, the term of this Agreement Company terminates the Employee has a Separation from Service Executive’s employment without “cause” pursuant to Section 4(c) above, or the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
(a) The Company shall pay pursuant to Section 2 above, then, subject to the Employee an amount equal to the sum of Executive’s (ior, if applicable, his estate’s) eighteen (18) months execution of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, Release attached hereto as Exhibit A (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made or in a lump sum sixty substantially similar form as the Company deems necessary in order to comply with then applicable law) (60the “Release”) days and the Release becoming effective in accordance with its terms not later than the 60th day following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the EmployeeExecutive’s termination (“Covered Dependents”) of employment, the Executive shall be entitled to continue to participate receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), one (1) year of his then Base Salary, payable in accordance with the major medical and dental benefit plans sponsored and maintained by the Company Company’s payroll schedule in effect from time to time for its employees time. Subject to the last paragraph of this Section 4(e), such severance payments will begin to be paid on the same basis and at 60th day following the same cost Executive’s termination of employment. Subject only to the Employee as active employees Executive’s delivery of an executed Release and such Release becoming effective within the provided sixty-day period, the Company’s obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance payments regardless of the Company and their dependents for a maximum amount of compensation the Executive may earn or be entitled to with respect to any other employment he may obtain during the period equal to the number of months for which severance payments are payable. If the Company is obligated to pay terminates the EmployeeExecutive’s base salary employment with “cause” pursuant to Section 3(a4(c) above. Should , if the Executive terminates his employment pursuant to Section 4(d) above, or if the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Company by the Executive, then the Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee for himself Benefits, or herself or his or her Covered Dependents elect severance after the date of termination, but the Executive shall be entitled to continue participation in all Base Salary, Bonus and Employee Benefits that have accrued prior to the Company’s plans, the end effective date of such continued participation, rather than termination. To the termination extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Employee’s employmentInternal Revenue Code (hereinafter, shall “Code Section 409A”)) that is not exempt from Code Section 409A, and such amount is payable as a result of a “separation from service” (as defined in Code Section 409A), including any amount payable under this Section 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be considered made to the qualified event for purposes of Executive until the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of day after the date that is six months following his separation from service (the “Specified Employee Payment Date”), but only if, as of his separation from service, he is first eligible to participate a “specified employee” under Code Section 409A and any relevant procedures that the Company may establish. For the avoidance of doubt, on the Specified Employee Payment Date, the Executive will be paid in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents single lump sum all payments that otherwise would have been made to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights him under this Section 3(b), Agreement during the Employee agrees to promptly notify six-month period but were not because of this paragraph. This paragraph will not be applicable after the Company if either the Employee or his or her dependents who continue to participate in the CompanyExecutive’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragedeath.
Appears in 1 contract
Sources: Employment Agreement (ORBCOMM Inc.)
Severance. Except in circumstances in which If Executive’s employment is terminated without Cause for any reason during the Employee would Term or Renewal Term, Executive shall be entitled to payments and benefits in connection with receive from Company: (i) a Change of Control as provided in Section 4 belowcash severance payment equal to three times the current Base Rate, in if the event that during termination occurs on or before the term of this Agreement the Employee has a Separation from Service as a result third anniversary of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:
Effective Date; (aii) The Company shall pay a cash severance payment equal to the Employee current Base Rate for the remainder of the Term or Renewal Term plus an amount equal to twice the current Base Rate, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date; or (iii) a cash severance payment equal to the current Base Rate for the remainder of the Term or Renewal Term after the fifth anniversary of the Effective Date (“Severance Payment”). In the event that the Executive is terminated without cause, then all Incentive Shares and options shall be respectively issued and / or vested in accordance with Sections 5(d) and 5(e) above. The aggregate amount of such payments shall be considered as “liquidated damages” and, except for any Change of Control Payment in accordance with Section 11 or other separate agreement between Executive and the Company, the Company shall have no further obligation to Executive. If the Company fails to make any payment when due under this Section 12, and Executive is forced to initiate arbitration to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of (i) eighteen (18) months all of the Employeecosts incurred by Executive, including attorney’s base monthly salary in effect on fees, to enforce this Agreement. It is explicitly agreement that the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) Enforcement Payment is a reasonable estimate of the Employee’s Average Annual Cash Bonus, plus (iii) if approved value of time and expense that would be incurred by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Executive to Section 9 below, payment enforce this Agreement and in no case shall be made considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the termination, except that the Enforcement Payment shall be due and payable in a lump sum sixty the same manner to Executive within ten (6010) days following the Employee’s Separation from Service.
(b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated found to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under have violated this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageAgreement.
Appears in 1 contract