Termination and Severance. Unless this Agreement is renewed by the mutual agreement of the Company and Executive, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain Employee Severance Agreement dated as of August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause or (iii) the Employment Period may be terminated by Executive at any time prior to such date for Good Reason. If Executive's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii) continue to pay Executive's life insurance and medical benefits premiums for the lesser of one year from the date of termination of the Executive's employment with the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses of up to $25,000 for up to one year from the date of termination of the Executive's employment with the Company. In the event of a termination for Cause, the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of termination. Except as otherwise provided herein, the date of the termination of the Executive's employment by Employer other than for Cause or by Executive for Good Reason shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered by the Company to the Executive, as applicable. Any such notice shall specify with reason particularity the basis for resignation or termination hereunder. (a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive within thirty (30) days following receipt of a written notice from the Board, specifying such failure and the action required by the Executive to cure such breach of his obligations.
Appears in 1 contract
Termination and Severance. Unless this Agreement is renewed by the mutual agreement of the Company and Executive, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain Employee Severance Agreement dated as of August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause or (iii) the Employment Period may be terminated by Executive at any time prior to such date for Good Reason. If Executive's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii) continue to pay Executive's life insurance and medical benefits premiums for the lesser of one year from the date of termination of the Executive's employment with the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses of up to $25,000 for up to one year from the date of termination of the Executive's employment with the Company. In the event of a termination for Cause, the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of termination. Except as otherwise provided herein, the date of the termination of the Executive's employment by Employer other than for Cause or by Executive for Good Reason shall be fifteen forty (1540) business days or such shorter period as approved by the Company's Board of Directors after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered by the Company to the Executive, as applicable. Any such notice shall specify with reason particularity the basis for resignation or termination hereunder.
(a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive within thirty (30) days following receipt of a written notice from the Board, specifying such failure and the action required by the Executive to cure such breach of his obligations.
Appears in 1 contract
Termination and Severance. Unless this Agreement is renewed by (a) 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 did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the mutual agreement successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of the Company and Executive’s termination or resignation, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment by the Company shall continue in accordance with and subject a lump sum equal to the terms daily prorated amount of Executive’s then-current quarterly bonus (if any) and conditions set forth annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in that certain Employee Severance Agreement dated 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
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 12 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to such date for Good Reason. If or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer shall pay to Executive: :
(i) in for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount sum equal to the highest aggregate daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual compensation (including salarybonus, bonuses less any applicable state and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; federal required withholding amounts and other lawful deductions;
(ii) continue an additional lump sum equal to pay one hundred percent (100%) of Executive's life insurance and medical benefits premiums for ’s Base Salary at the lesser rate in effect at the time of one year from the date of Executive’s resignation or termination of the Executive's employment with the Company or until the Executive accepts subsequent employment; , less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) outplacement services expenses of up to $25,000 for up an additional lump sum equal to one year from hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date of termination of the Executive's when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment with the Company. or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event of a termination for CauseExecutive is entitled to Severance under Section 6(b), the Company Executive will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of terminationnot longer be entitled to Severance under Section 6(a). Except as otherwise provided hereinSubject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, the date of the termination of the Executive's employment by Employer Severance payments, other than for Cause or by Executive for Good Reason reimbursements of COBRA premiums, shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered made by the Company to the Executive, as applicable. Any such notice in one lump sum and shall specify with reason particularity the basis for resignation or termination hereunder.
(a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that 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 did not take place within sixty (60) days prior to or eighteen (18) months following receipt a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such
(e) termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(f) In addition to Severance, in the event that 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 sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(g) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a written notice from felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the Boardlawful, specifying such failure reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and the action required by the Executive repeated violations of Executive’s fiduciary duties, responsibilities or obligations to cure such breach of his obligationsCompany.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by the mutual agreement of the Company and Executive, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date ExecutiveIf (a) XRS or its successor terminates Employee's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain for any reason other than for Cause, whether or not a Change of Control has occurred, or (b) Employee Severance Agreement dated as terminates employment for Good Reason within six-months following a Change of August 31Control, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, XRS or its successor entity shall:
(i) pay Employee as severance either (I) Employee’s monthly base salary in effect at the Employment Period shall terminate time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to such date upon Executive's resignationthe Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, disability for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or incapacity its successor a signed General Release in the form attached as Exhibit A, (as determined by B) the Board rescission period in its good faith judgmentSection 5 of the General Release has expired and (c) or death, Employee has not rescinded that General Release during that rescission period;
(ii) the Employment Period may be terminated by the Board reimbursement for outplacement services for a period of six (as determined by the Board in its good faith judgment6) at any time prior months not to such date for Cause or without Cause or exceed $10,000.00, and
(iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the Employment Period may be terminated by Executive at any terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time prior to such date for Good Reason. If Executiveas Employee's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer COBRA/continuation rights expire (during that period the Employee shall pay to Executive: (i) the monthly Employee portions of such premiums in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible monthly Employee paid portions in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii) continue to pay Executive's life insurance and medical benefits premiums for the lesser of one year from the date of effect immediately before termination of the Executiveemployment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment with without notice if the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses of up to $25,000 for up to one year from the date of termination of the Executive's employment with the Companyis based on Cause. In the event of a termination for Cause, the Company will pay Executive the and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned but unpaid portion of Executive's Annual Salary through the date of termination. Except as otherwise provided hereinXRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out his essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the termination extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Executive's employment by Employer other than for Cause or by Executive for Good Reason Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be fifteen (15) business days after the date written notice entitled to all or a portion of resignation is tendered by the Executive any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the Company extent earned or written notice performed based upon the requirements or criteria of termination is tendered by the Company to the Executivesuch plan or arrangement, as applicablethe Board shall in good faith determine. Any such notice shall specify with reason particularity This Agreement does not limit or reduce any amounts payable to Employee under the basis for resignation terms of any cash bonus or termination hereunderequity incentive compensation plans.
(a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive within thirty (30) days following receipt of a written notice from the Board, specifying such failure and the action required by the Executive to cure such breach of his obligations.
Appears in 1 contract
Samples: Severance Agreement (XRS Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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) then Company or the mutual agreement successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives 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) continue to pay Executive’s Base Salary at the Company rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months 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 (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the Employment Period and this Agreement shall terminate on June 30, 2005, same portion of Executive’s monthly premium under COBRA as it being understood that as pays for active employees until the earliest of such date Executive's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain Employee Severance Agreement dated as of August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 6 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time prior to such date reason other than Cause (as defined below) or if Executive resigns for Good Reason. If Executive's employment is terminated by Employer 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 Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other than for Cause or by Executive for Good Reasonlawful deductions, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii2) continue to pay Executive's life insurance and medical benefits premiums ’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for the lesser a period of one year 12 months from the date of Executive’s 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 ’s resignation or termination of employment with the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses for a period of up to $25,000 for up to one year 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 12 month period from the date of Executive's ’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 (“COBRA”) 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 6(a) and 6(b) are collectively referred to as “Severance.” Severance payments shall be made by Company on the date such payments would have been made had Executive’s employment relationship with Company continued (e.g., Severance based on Base Salary shall be paid twice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).
(d) In addition to Severance, in the event that 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 did not take place within one year following a Change in Control (as defined below), then Executive will receive immediate vesting with respect to the number of options that would have vested in accordance with Executive’s then-current stock option grants had Executive remained employed for an additional 6 months and, if applicable, the Company’s right of repurchase shall continue to lapse in accordance with Executive’s then-current restricted stock grants for a period of 6 months from the date of such termination or resignation of employment. In the event of a Executive’s termination for Causeof employment as described in this subsection (d), the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the ’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Except as otherwise provided hereinNotwithstanding the foregoing, in no case shall any option be exercisable after the date expiration of its term.
(e) In addition to Severance, in the termination of the event that Company or a successor corporation terminates Executive's ’s employment by Employer for any reason other than for Cause (as defined below) or by 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), Executive will receive immediate vesting with respect to all unvested stock options that are held by Executive and the Company’s right of repurchase shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive lapse entirely with respect to the Company or written notice of termination is tendered by restricted stock grants from the Company to Executive. In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, as applicable. Any such notice in no case shall specify with reason particularity any option be exercisable after the basis for resignation or termination hereunderexpiration of its term.
(af) For purposes of this AgreementSection 6, "“Cause" shall mean ” means (i) the any act of personal dishonesty taken by Executive in connection with Executive's criminal conviction for fraud’s employment responsibilities, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance Executive’s conviction of willful and a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures by to follow the Executive to perform the duties assigned to him as an employee lawful, reasonable instructions of the Chief Executive Officer, or (v) substantial violations of employment or fiduciary duties, responsibilities or obligations to Company, which failures have not been cured by the Executive within thirty (30) days following receipt of a written notice from the Board, specifying such failure and the action required by the Executive to cure such breach of his obligations.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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) then Company or the mutual agreement successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives 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) continue to pay Executive’s Base Salary at the Company rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months 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 (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the Employment Period and this Agreement shall terminate on June 30, 2005, same portion of Executive’s monthly premium under COBRA as it being understood that as pays for active employees until the earliest of such date Executive's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain Employee Severance Agreement dated as of August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 6 month period following the resignation or termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time prior to such date reason other than Cause (as defined below) or if Executive resigns for Good Reason. If Executive's employment is terminated by Employer 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 Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other than for Cause or by Executive for Good Reasonlawful deductions, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii2) continue to pay Executive's life insurance and medical benefits premiums ’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for the lesser a period of one year 12 months from the date of Executive’s 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 ’s resignation or termination of employment with the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses for a period of up to $25,000 for up to one year 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 12 month period from the date of Executive's ’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 COBRA 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 resignation or 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 6(a) and 6(b) are collectively referred to as “Severance.” Severance payments shall be made by Company on the date such payments would have been made had Executive’s employment relationship with Company continued (e.g., Severance based on Base Salary shall be paid twice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).
(d) In addition to Severance, in the event that 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 did not take place within one year following a Change in Control (as defined below), then Executive will receive immediate vesting with respect to the number of options that would have vested in accordance with Executive’s then-current stock option grants had Executive remained employed for an additional 6 months and, if applicable, the Company’s right of repurchase shall continue to lapse in accordance with Executive’s then-current restricted stock grants for a period of 6 months from the date of such termination or resignation of employment. In the event of a Executive’s termination for Causeof employment as described in this subsection (d), the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the ’s then vested stock options shall be exercisable for 6 months after Executive’s date of termination. Except as otherwise provided hereinNotwithstanding the foregoing, in no case shall any option be exercisable after the date expiration of its term.
(e) In addition to Severance, in the termination of the event that Company or a successor corporation terminates Executive's ’s employment by Employer for any reason other than for Cause (as defined below) or by 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), Executive will receive immediate vesting with respect to all unvested stock options that are held by Executive and the Company’s right of repurchase shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive lapse entirely with respect to the Company or written notice of termination is tendered by restricted stock grants from the Company to Executive. In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable until the earlier of (1) the expiration of 6 months from Executive’s date of termination, as applicableor (2) the later of (i) December 31st of the calendar year in which such option would have expired pursuant to its original terms, or (ii) the fifteenth (15th) day of the third month following the date which such option would have expired pursuant to its original terms. Any such notice Notwithstanding the foregoing, in no case shall specify with reason particularity any option be exercisable after the basis for resignation or termination hereunderexpiration of its term.
(af) For purposes of this AgreementSection 6, "“Cause" shall mean ” means (i) the any act of personal dishonesty taken by Executive in connection with Executive's criminal conviction for fraud’s responsibilities under this Agreement that is intended to result in Executive’s personal enrichment, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance Executive’s conviction of willful a felony, (iii) any act by Executive that constitutes material misconduct and repeated failures by the Executive is injurious to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive within thirty or (30iv) days following receipt substantial violations of a written notice from the Boardemployment duties, specifying such failure responsibilities or obligations to Company that are demonstrably willful and the action required by the Executive to cure such breach of his obligationsdeliberate.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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) then Company or the mutual agreement successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives 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) continue to pay Executive’s Base Salary at the Company rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months 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 (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the Employment Period and this Agreement shall terminate on June 30, 2005, same portion of Executive’s monthly premium under COBRA as it being understood that as pays for active employees until the earliest of such date Executive's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain Employee Severance Agreement dated as of August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 6 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time prior to such date reason other than Cause (as defined below) or if Executive resigns for Good Reason. If Executive's employment is terminated by Employer 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 Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other than for Cause or by Executive for Good Reasonlawful deductions, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii2) continue to pay Executive's life insurance and medical benefits premiums ’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for the lesser a period of one year 12 months from the date of Executive’s 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 ’s resignation or termination of employment with the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses for a period of up to $25,000 for up to one year 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 12 month period from the date of Executive's ’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 (“COBRA”) 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 6(b) are collectively referred to as “Severance.” Severance payments shall be made by Company on the date such payments would have been made had Executive’s employment relationship with Company continued (e.g., Severance based on Base Salary shall be paid twice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).
(d) In addition to Severance, in the event that 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 did not take place within one year following a Change in Control (as defined below), then Executive will receive immediate vesting with respect to the number of options that would have vested in accordance with Executive’s then-current stock option grants had Executive remained employed for an additional 6 months and, if applicable, the Company’s right of repurchase shall continue to lapse in accordance with Executive’s then-current restricted stock grants for a period of 6 months from the date of such termination or resignation of employment. In the event of a Executive’s termination for Causeof employment as described in this subsection (d), the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the ’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Except as otherwise provided hereinNotwithstanding the foregoing, in no case shall any option be exercisable after the date expiration of its term.
(e) In addition to Severance, in the termination of the event that Company or a successor corporation terminates Executive's ’s employment by Employer for any reason other than for Cause (as defined below) or by 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), Executive will receive immediate vesting with respect to all unvested stock options that are held by Executive and the Company’s right of repurchase shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive lapse entirely with respect to the Company or written notice of termination is tendered by restricted stock grants from the Company to Executive. In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, as applicable. Any such notice in no case shall specify with reason particularity any option be exercisable after the basis for resignation or termination hereunderexpiration of its term.
(af) For purposes of this AgreementSection 7, "“Cause" shall mean ” means (i) the any act of personal dishonesty taken by Executive in connection with Executive's criminal conviction for fraud’s employment responsibilities, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance Executive’s conviction of willful and a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures by to follow the Executive to perform the duties assigned to him as an employee lawful, reasonable instructions of the Chief Executive Officer, or (v) substantial violations of employment or fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 7, which failures have “Good Reason” means (i) without Executive’s consent, a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than a reduction where Executive are asked to assume substantially similar duties and responsibilities in a division of a larger entity after a Change in Control; (ii) without Executive’s consent, a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not been cured by the exceed twenty percent (20%) and that is also applied to substantially all of Company’s senior executives; (iii) without Executive’s consent, Executive’s relocation to a facility or a location greater than 75 miles from San Francisco, California. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 7 within thirty (30) days following receipt of the event or occurrence that Executive believes to have resulted in such a written notice from significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 7. Disagreement as to the Boardallocation, specifying such failure eligibility and the action required by the Executive payment of Target Bonus to cure such breach of his obligationsbe set forth in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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) then Company or the mutual agreement successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives 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 Executive’s Base Salary at the Company rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months 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 (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the Employment Period and this Agreement shall terminate on June 30, 2005, same portion of Executive’s monthly premium under COBRA as it being understood that as pays for active employees until the earliest of such date Executive's employment by the Company shall continue in accordance with and subject to the terms and conditions set forth in that certain Employee Severance Agreement dated as of August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 6 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time prior to such date reason other than Cause (as defined below) or if Executive resigns for Good Reason. If 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 Executives 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 Executive's employment is terminated by Employer other than for Cause ’s Base Salary at the rate in effect at the time of Executive’s resignation or by Executive for Good Reason, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one employment for a period of the three taxable years preceding the date of the Executive's termination; (ii) continue to pay Executive's life insurance and medical benefits premiums for the lesser of one year 12 months from the date of Executive’s 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 ’s resignation or termination of employment with the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses for a period of up to $25,000 for up to one year 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 12 month period from the date of Executive's ’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 (“COBRA”) 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 Executive’s compliance with Section 8(a) of this Agreement, Severance payments, other than COBRA premiums, shall be made by Company in one lump sum and shall be paid within thirty days of any such termination of employment.
(d) In addition to Severance, in the event that 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 did not take place within one year following a Change in Control (as defined below), then Executive will receive immediate vesting with respect to the number of options that would have vested in accordance with Executive’s then-current stock option grants had Executive remained employed for an additional 6 months and, if applicable, the Company’s right of repurchase shall continue to lapse in accordance with Executive’s then-current restricted stock grants for a period of 6 months from the date of such termination or resignation of employment. In the event of a Executive’s termination for Causeof employment as described in this subsection (d), the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the ’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Except as otherwise provided hereinNotwithstanding the foregoing, in no case shall any option be exercisable after the date expiration of its term.
(e) In addition to Severance, in the termination of the event that Company or a successor corporation terminates Executive's ’s employment by Employer for any reason other than for Cause (as defined below) or by 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), Executive will receive immediate vesting with respect to all unvested stock options that are held by Executive and the Company’s right of repurchase shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive lapse entirely with respect to the Company or written notice of termination is tendered by restricted stock grants from the Company to Executive. In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, as applicable. Any such notice in no case shall specify with reason particularity any option be exercisable after the basis for resignation or termination hereunderexpiration of its term.
(af) For purposes of this AgreementSection 7, "“Cause" shall mean ” means (i) any act of dishonesty taken by Executive in the course of performing Executive's criminal conviction for fraud’s duties hereunder, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the continuance lawful, reasonable instructions of willful the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated failures by the violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 7, “Good Reason” means without Executive’s written consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to perform the assume substantially similar duties assigned and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to him as an employee all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, California. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 7 within 60 days of the Companyevent or occurrence that Executive believes to have resulted in such a significant reduction, which failures have then such reduction shall be deemed for purposes of this Agreement as not been cured by constituting Good Reason, as that terms is used in this Section 7. Disagreement as to the Executive within thirty (30) days following receipt of established performance criteria or goals set forth in good faith in a written notice from the Board, specifying such failure and the action required by the Executive to cure such breach of his obligationsTarget Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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 did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the mutual agreement successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of the Company and Executive’s termination or resignation, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment by the Company shall continue in accordance with and subject a lump sum equal to the terms daily prorated amount of Executive’s then-current quarterly bonus (if any) and conditions set forth annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in that certain Employee Severance Agreement dated 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
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 12 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to such date for Good Reason. If or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer shall pay to Executive: :
(i) in for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount sum equal to the highest aggregate daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual compensation (including salarybonus, bonuses less any applicable state and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; federal required withholding amounts and other lawful deductions;
(ii) continue an additional lump sum equal to pay one hundred percent (100%) of Executive's life insurance and medical benefits premiums for ’s Base Salary at the lesser rate in effect at the time of one year from the date of Executive’s resignation or termination of the Executive's employment with the Company or until the Executive accepts subsequent employment; , less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) outplacement services expenses of up to $25,000 for up an additional lump sum equal to one year from hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date of termination of the Executive's when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment with the Company. or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event of a termination for CauseExecutive is entitled to Severance under Section 6(b), the Company Executive will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of terminationnot longer be entitled to Severance under Section 6(a). Except as otherwise provided hereinSubject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, the date of the termination of the Executive's employment by Employer Severance payments, other than for Cause or by Executive for Good Reason reimbursements of COBRA premiums, shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered made by the Company to the Executive, as applicable. Any such notice in one lump sum and shall specify with reason particularity the basis for resignation or termination hereunder.
(a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that 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 did not take place within sixty (60) days prior to or eighteen (18) months following receipt a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive’s outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(e) In addition to Severance, in the event that 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 sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(f) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 6, “Good Reason” means without Executive’s written notice consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, CA or (iv) the Boardfailure of a successor entity after a Change in Control to assume this Agreement. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, specifying position or responsibilities has occurred pursuant to this Section 6 within 60 days of the event or occurrence that Executive believes to have resulted in such failure and a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 6. Disagreement as to the action required by the Executive to cure such breach of his obligationsestablished performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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 did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the mutual agreement successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of the Company and Executive’s termination or resignation, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment by the Company shall continue in accordance with and subject a lump sum equal to the terms daily prorated amount of Executive’s then-current quarterly bonus (if any) and conditions set forth annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in that certain Employee Severance Agreement dated 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
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 12 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to such date for Good Reason. If or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer shall pay to Executive: :
(i) in for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount sum equal to the highest aggregate daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual compensation (including salarybonus, bonuses less any applicable state and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; federal required withholding amounts and other lawful deductions;
(ii) continue an additional lump sum equal to pay one hundred percent (100%) of Executive's life insurance and medical benefits premiums for ’s Base Salary at the lesser rate in effect at the time of one year from the date of Executive’s resignation or termination of the Executive's employment with the Company or until the Executive accepts subsequent employment; , less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) outplacement services expenses of up to $25,000 for up an additional lump sum equal to one year from hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date of termination of the Executive's when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment with the Company. or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event of a termination for CauseExecutive is entitled to Severance under Section 6(b), the Company Executive will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of terminationnot longer be entitled to Severance under Section 6(a). Except as otherwise provided hereinSubject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, the date of the termination of the Executive's employment by Employer Severance payments, other than for Cause or by Executive for Good Reason reimbursements of COBRA premiums, shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered made by the Company to the Executive, as applicable. Any such notice in one lump sum and shall specify with reason particularity the basis for resignation or termination hereunder.
(a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that 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 did not take place within sixty (60) days prior to or eighteen (18) months following receipt a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive’s outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(e) In addition to Severance, in the event that 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 sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(f) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 6, “Good Reason” means without Executive’s written notice consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, CA; or (iv) the Boardfailure of a successor entity after a Change in Control to assume this Agreement. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, specifying position or responsibilities has occurred pursuant to this Section 6 within 60 days of the event or occurrence that Executive believes to have resulted in such failure and a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 6. Disagreement as to the action required by the Executive to cure such breach of his obligationsestablished performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
Termination and Severance. Unless this Agreement is renewed by (a) 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 did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the mutual agreement successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of the Company and Executive’s termination or resignation, the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment by the Company shall continue in accordance with and subject a lump sum equal to the terms daily prorated amount of Executive’s then-current quarterly bonus (if any) and conditions set forth annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in that certain Employee Severance Agreement dated 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
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) 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 August 31, 1999 between the Company and Executive (the "1999 Severance Agreement"). Under this Agreement, (i) the Employment Period shall terminate prior to such date upon close of the 12 month period following the termination of Executive's resignation, disability or incapacity (as determined by the Board in its good faith judgment) or death’s employment, (ii) the Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause expiration of Executive’s continuation coverage under COBRA, or (iii) the Employment Period may be terminated by date when Executive at becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any time reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to such date for Good Reason. If or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive's employment is terminated by Employer other than for Cause or by Executive for Good Reason, Employer shall pay to Executive: :
(i) in for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount sum equal to the highest aggregate daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual compensation (including salarybonus, bonuses less any applicable state and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; federal required withholding amounts and other lawful deductions;
(ii) continue an additional lump sum equal to pay one hundred percent (100%) of Executive's life insurance and medical benefits premiums for ’s Base Salary at the lesser rate in effect at the time of one year from the date of Executive’s resignation or termination of the Executive's employment with the Company or until the Executive accepts subsequent employment; , less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) outplacement services expenses of up to $25,000 for up an additional lump sum equal to one year from hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under COBRA 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 (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date of termination of the Executive's when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment with the Company. or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event of a termination for CauseExecutive is entitled to Severance under Section 6(b), the Company Executive will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of terminationno longer be entitled to Severance under Section 6(a). Except as otherwise provided hereinSubject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, the date of the termination of the Executive's employment by Employer Severance payments, other than for Cause or by Executive for Good Reason reimbursements of COBRA premiums, shall be fifteen (15) business days after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered made by the Company to the Executive, as applicable. Any such notice in one lump sum and shall specify with reason particularity the basis for resignation or termination hereunder.
(a) For purposes of this Agreement, "Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any other felony (excluding traffic violations) or (ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an employee of the Company, which failures have not been cured by the Executive be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that 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 did not take place within sixty (60) days prior to or eighteen (18) months following receipt a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such termination or resignation of employment, and (iii) the Executive will receive immediate vesting with respect to Executive’s outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(e) In addition to Severance, in the event that 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 sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(f) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 6, “Good Reason” means without Executive’s written notice consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, California; or (iv) the Boardfailure of a successor entity after a Change in Control to assume this Agreement. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, specifying position or responsibilities has occurred pursuant to this Section 6 within 60 days of the event or occurrence that Executive believes to have resulted in such failure and a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 6. Disagreement as to the action required by the Executive to cure such breach of his obligationsestablished performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Samples: Employment Agreement (Taleo Corp)
