Termination After a Change in Control. If Employee has a Covered Termination within two (2) years after the date of a Change in Control, the Company shall pay or provide (or cause to be paid or provided) to Employee all payments and benefits specified in Section 3.05 hereof at the same time and in the same manner therein specified (including the condition of timely execution of a Release and subject to Section 6.03) except as amended and modified below: a. The salary specified in Section 3.05a will be paid based upon a multiple of two (2) years (instead of one (1) year). b. Health insurance specified in Section 3.05b will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of the Covered Termination, whichever is earlier. c. An amount equal to two (2) times the Maximum Bonus, plus the amounts listed in Sections 3.05c(ii) and (iii); provided, however, that if Employee has timely deferred his applicable award under a Company plan, such payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral. d. All other rights and benefits specified in Section 3.05, including the vesting and extension of the exercise period of any equity awards as described in Section 3.05d and payment provisions of Section 3.05f. The Parties agree that in the event of a Change in Control, no later than the date of, but prior to, the Change in Control, the Company shall deposit the amounts specified in Section 4.02a and Section 4.02c. into an irrevocable grantor trust, established by the Company prior to the Change in Control with a duly authorized bank or corporation with trust powers (“Rabbi Trust”). The expenses of such Rabbi Trust shall be paid by the Company. Any amounts due to Employee under this Section 4.02 shall first be satisfied by the Rabbi Trust and the remaining obligations shall be satisfied by the Company at the same time and in the same manner described in Section 3.05.
Appears in 5 contracts
Samples: Employment Agreement, Employment Agreement (Seahawk Drilling, Inc.), Employment/Non Competition/Confidentiality Agreement (Seahawk Drilling, Inc.)