Sxxxxxxxx Xxxment. The Company shall pay the Executive an amount (the "Other Severance Amount") equal to the Executive's current year Base Salary plus any actual Bonus compensation for the preceding fiscal year; provided, however, the Other Severance Amount shall not be less than Two Hundred Thousand Dollars ($200,000.00) nor more (once the minimum is reached) than one percent (1.0%) of the book value of the Company (i.e., the amount reported on the Company's balance sheet prepared in accordance with generally accepted accounting principles as stockholders' equity). The Other Severance Amount shall be payable immediately upon the termination date.
Sxxxxxxxx Xxxment. The Company shall pay the Executive an amount (the "Change in Control Severance Amount") equal to three times the Executive's combined current year Base Salary and actual Bonus compensation for the preceding fiscal year; provided, however, the Change in Control Severance Amount shall not be less than Six Hundred Thousand Dollars ($600,000.00) nor more (once the minimum is reached) than one percent (1.0%) of the book value of the Company (i.e., the amount reported on the Company's balance sheet prepared in accordance with generally accepted accounting principles as stockholders' equity). The Change in Control Severance Amount shall be payable fifty percent (50%) within five (5) days after the termination date and the remaining fifty percent (50%) shall be payable in twelve (12) equal consecutive monthly installments beginning on the first day of the month following the termination date.
Sxxxxxxxx Xxxment. In the event that (i) Company and Employee do not extend or renew this Agreement or replace this Agreement with a new employment agreement and this Agreement expires, or (ii) upon termination of Employee's employment by Company at any time after January 1, 1997, other than for Cause, Disability or Retirement, then Employee shall be paid by Company Employee's Base Salary and all Welfare Benefits for six (6) months, and any stock options that have vested by their normal terms as of the date of termination may be exercised by Employee within six (6) months of such date of termination. Upon termination of Employee's employment hereunder by Employee for Good Reason, or by Employee during the twelve months following the occurrence of a Change of Control during the term of this Agreement, then (i) not later than ninety (90) days after such termination, the Company will pay the Employee a cash severance payment ("Lump Sum Severance Payment") of one times the Employee's Base Salary for the final year of employment under this Agreement, and (ii) the Company will continue to pay for and provide to Employee all Welfare Benefits, except pension and other similar compensation-based plans for a period of up to two years from the last date of employment if Employee does not accept employment elsewhere, and (iii) the stock options previously granted to Employee as of such date shall immediately vest in full.
Sxxxxxxxx Xxxment. (i) Provided that Executive is not in material breach of any of the terms of this Agreement, the Company will make the following payment to Executive: A lump sum amount in the amount of Two Million Thirty Five Thousand Dollars ($2,035,000.00) paid in accordance with the normal payroll procedures of the Company on a Company payroll date which is after the eighth day Executive signs this Agreement and does not revoke it and is within forty five (45) days of the Separation Date (unless Executive is subject to a hold as set forth in Section 24), which amount is equal to two (2) multiplied by the sum of the following: (A) Executive’s base salary of Five Hundred Fifty Thousand Dollars ($550,000) and (B) Executive’s 2015 annual target bonus of Four Hundred Sixty Seven Thousand Five Hundred Dollars ($467,500).
(ii) Additionally, provided that Executive is not in material breach of any of the terms of this Agreement, the Company shall make the following payment to Executive within two and one-half (2½) months after the calendar year that includes the Separation Date: The actual bonus that would have been payable to Executive for the calendar year that includes the Separation Date based on actual performance if Executive had remained employed through the end of such calendar year; provided however, that such amount shall be adjusted on a pro rata basis based on the number of days Executive was actually employed during the bonus plan year in which the Separation Date occurs. For the above bonus calculation, the Company shall calculate the personal component (20%) of the bonus at the Executive’s target level.
(iii) Executive understands that (A) the amounts paid after the Separation Date under this Agreement will not be treated as pensionable earnings under any pension or retirement plan, and (B) he will not be permitted to make any additional contributions to the Diebold, Incorporated 401(k) Savings Plan, and (C) these payments will not give rise to the accrual of any benefits.
Sxxxxxxxx Xxxment. Upon termination of Employee's employment hereunder (i) by Employee for Good Reason, or (ii) by Employer prior to May 1, 2000 for other than Cause as described in Paragraph B of this Section, or (iii) by Employee within twelve months of a Change in Control, then (a) not later than ninety (90) days after such termination, the Company will pay the Employee a cash severance payment ("Lump Sum Severance Payment") of one times the Employee's Base Salary for the final year of employment under this Agreement, and (b) the stock options previously granted to Employee as of such date shall immediately vest in full.
Sxxxxxxxx Xxxment. Subject to the last sentence of the paragraph 3(a), within ten days after the Termination Date, the Company shall deliver to Employee the amount of $300,000 (the "Payment") by check, or by wire transfer to an account designated by Employee in writing. The Payment shall be in full satisfaction of, and Employee hereby waives any and all rights to receive any and all amounts otherwise owed by the Company to Employee including, without limitation, any unpaid salary, bonus or severance payments. Employee acknowledges and agrees that all applicable withholding deduction, including those for benefits, FICA and income taxes, shall be withheld from the Payment.
Sxxxxxxxx Xxxment. Unless Rutlxxxx xxx revoked his consent to this Agreement pursuant to Paragraph 6 hereof, Rutlxxxx xxxll be entitled to a single cash payment of $3,130,000 (the "Severance Payment") as severance pay and in substitution for any other severance payment, reimbursements for expenses, bonus payments or other amounts or benefits Rutlxxxx xxx heretofore have been entitled to in connection with the termination of his employment (except for compensation earned pursuant to his services at the Company through the date of his resignation as referred to in clause a. of Paragraph 1 hereof and as set forth in clause c. of this Paragraph 2). Upon the Effective Date, the Company shall pay the cash portion of the Severance Payment to Rutlxxxx, xxss applicable deductions, in a lump sum by business check or wire transfer of funds to an account designated in advance by Rutlxxxx. Xx addition to the Severance Payment, Rutlxxxx xxxll be entitled to receive the compensation for services rendered in 1997 prior to his termination of employment which shall include (i) a portion of the bonus he would have received had he served as an executive employee of the Company for all of 1997 (pro rated to reflect the portion of 1997 during which Rutlxxxx xx served), to be determined according to the same standards and paid to Rutlxxxx xx the same time as the comparable bonuses to other Company executives are paid, and (ii) the amount credited to his Bank, as defined under the Teledyne, Inc. EVA Incentive Plan (the "EVA Plan"), the aggregate amount of which is presently $213,849, in accordance with the terms of the EVA Plan as if he remained an employee of one or more of the Company Parties for the period such payment would be made.
Sxxxxxxxx Xxxment. Subject to Sections 5(c), 7 and 8 of the Agreement:
(i) If the Company terminates your employment without Cause (other than as a result of your death or Disability) or if you terminate your employment with Good Reason, in each case, outside of the Change in Control Protection Period (as defined below), then, in addition to the Accrued Benefits, the Company will provide you the following severance and related post-termination benefits:
(1) The Company shall, during the period beginning on the Date of Termination and ending on the twelve (12) month anniversary of the Date of Termination, pay to you an amount equal to (A) twelve (12) months of your Base Pay as in effect immediately prior to the Date of Termination (or in the case of termination by you with Good Reason due to material reduction in Base Pay and/or Target Bonus, your Base Pay and/or Target Bonus in effect immediately prior to such reduction, as applicable) (the “Non-CIC Severance Payment”); (B) the aggregate sum of the Company's share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period commencing on the Date of Termination and ending on the first anniversary thereof as if you had remained employed and based on coverage as of immediately prior to termination (for the avoidance of doubt, if immediately prior to the termination of your employment you were required to contribute towards the cost of premiums as a condition of receiving such insurance, the payment hereunder will not cover any such contributions) (the “Continued Benefit Payment”); (C) if termination of your employment occurs less than six months following the commencement of the fiscal year in which the Date of Termination occurs, an amount equal to the Target Bonus, prorated based on the number of days you worked during such fiscal year (the “Pro Rata Bonus”); and (D) if termination of your employment occurs six months or later following the commencement of the fiscal year in which the Date of Termination occurs, an amount equal to the Target Bonus (the “Full Bonus”);
(2) Unless explicit terms of an award agreement for an Equity Award (as defined below) are more favorable to you, each outstanding unvested Equity Award held by you immediately prior to the Date of Termination that is subject to vesting based solely upon your continuous service with the Company (collectively, “Time-Based Equity Awards”) that would have vested during the twelve (12) month period following the Date ...
Sxxxxxxxx Xxxment. In lieu of any further payments of salary for periods subsequent to the Date of Termination, the Company shall pay to Executive a severance payment (the "Severance Payment") as specified below:
Sxxxxxxxx Xxxment
