Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below: (a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation; (b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following: (i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount; (iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date. (c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings. (d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 5 contracts
Samples: Executive Agreement (Akorn Inc), Employment Agreement (Akorn Inc), Employment Agreement (Akorn Inc)
Termination Benefits. The Executive Officer shall be entitled to (a) Upon the following compensation and benefits if, during termination of the term of this Agreement, Executive Officer’s Executive's employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reasonany reason, the Company shall pay provide to the Executive Officer (or, in the Accrued Compensation;case of his death, his estate or other legal representative)
(i) any Annual Bonus awarded but not yet paid with respect to the preceding calendar year; (ii) all benefits due him under the Company's benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies); (iii) not later than ninety (90) days after such termination, in a lump sum, all Base Salary earned through the date of such termination; and (iv) not later than ninety (90) days after such termination, in a lump sum, any Annual Bonus awarded by the Compensation Committee with respect to that portion of the calendar year prior to such termination.
(b) If Executive Officer’s In the event that the Executive's employment with the Company shall be hereunder is terminated by the Company without Cause, Cause or by the Executive Officer for Good Reason (but not by reason of expiration or non-renewal of this Agreement), and subject to the last sentence of this subsection (b), the Company shall make a one-time cash payment to the Executive equal to two times the Executive's then current Base Salary. Such payment shall be made at the time of any such termination without Cause or within thirty (30) days of any such resignation for Good Reason, Executive Officer . Such payment shall be entitled in full satisfaction of all obligations of the Company to the following:
Executive hereunder (iother than those obligations set forth in Sections 4(c) and 6(a)) and shall be conditioned on the Executive's giving a general release of the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) affiliates in the form used generally by the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary case of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as termination of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Dateemployment of senior executives.
(c) The amounts provided Company may, by written notice to the Executive given no later than fifteen (15) days following his termination of employment, elect to require the Executive to observe the provisions of Section 7(b) hereof for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after period of time not to extend beyond the Termination fifth anniversary of the Effective Date (but such period of time to be set forth in no event later than March 15 the Company's notice to the Executive and is referred to herein as the "Non-Solicitation Period"). In such event, the Company shall continue to pay the Executive his Base Salary as set forth in Section 4(a) through the Non-Solicitation Period (net of any other severance payments made to the following calendar yearExecutive pursuant to Section 6(b) hereof), and shall be subject to all applicable tax and other withholdings.
(d) The In the event of any Termination of Employment, the Executive Officer shall not be required to seek other employment to mitigate damages, and any income earned by the amount of any payment provided for in this Agreement by seeking Executive from other employment or otherwise and, no such payment self-employment shall not be offset or reduced by against any obligations of the amount of any compensation or benefits provided Company to the Executive Officer in any subsequent employmentunder this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Chancellor Media Corp/), Employment Agreement (Chancellor Media Corp/), Employment Agreement (Chancellor Media Corp/)
Termination Benefits. The Executive If, during the term of this Agreement, Protected Officer's employment with the Company shall be terminated within twelve (12) months following a Change in Control, Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 belowbenefits:
(a) If Executive Protected Officer’s 's employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Protected Officer’s Disability or 's death, (iii) due to Executive Protected Officer’s 's retirement pursuant to the Company’s 's policies applying to executive officers generally, or (iv) by Executive Protected Officer other than for Good Reason, the Company shall pay to Executive Protected Officer the Accrued Compensation;
(b) If Executive Protected Officer’s 's employment with the Company shall be terminated by the Company without Causefor any reason other than as specified in Section 5.1(a), or by the Executive Officer for Good Reason, Executive Protected Officer shall be entitled to the following:
(i) the Company shall pay Executive Protected Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one two (12) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first second (1st2nd) anniversary of the Termination Date, Executive Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as were provided to Executive Protected Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the date of the Change in Control; provided that such benefits shall be offset or reduced by the amount of benefits provided to Protected Officer by any subsequent employer prior to the second anniversary of the Termination Date; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company's stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vested.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i5.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but in no event later than March 15 of the following calendar yearor earlier, if required by applicable law), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, except as set forth in Section 5.1(b)(iii), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Protected Officer in any subsequent employment.
Appears in 3 contracts
Samples: Compensation Protection Agreement (American Pharmaceutical Partners Inc /Ca/), Compensation Protection Agreement (American Pharmaceutical Partners Inc /Ca/), Compensation Protection Agreement (American Pharmaceutical Partners Inc /Ca/)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated more than ninety (90) days prior to a Change in Control provisions contained Control, or Executive Officer’s employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Section 5 belowControl:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.; and
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 2 contracts
Samples: Employment Agreement (Option Care Inc/De), Employment Agreement (Option Care Inc/De)
Termination Benefits. The Executive Officer (a) If, within six (6) months immediately preceding or thirty-six (36) months following a Change of Control, the Employee's employment with the Company shall be terminated, the Employee shall be entitled to the following compensation and benefits if(in addition to any compensation and benefits provided for under any of the Company's employee benefit plans, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 belowpolicies and practices or as required by law:
(a1) If Executive Officer’s the Employee's employment with the Company shall be terminated (iA) by reason of the Company for Cause, (ii) due to Executive Officer’s Employee's Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generallyRetirement, or (iv) by Executive Officer other than for Good ReasonB)by reason of the Employee's death, the Company shall within five (5) days after the Release Effective Date (as defined in Section 5(a) below) pay the Employee his full Base Salary through the Dare of Termination at the rate in effect when the Notice of Termination is given (or the Date of Termination in the case of the Employee's death), plus any bonuses or incentive compensation which pursuant to Executive Officer the Accrued Compensation;terms of any compensation or benefit plan have been earned or have become payable as of the Date of Termination, but which have not yet been paid.
(b2) If Executive Officer’s the Employee's employment with the Company shall be terminated by the Company without for Cause, the Company shall pay the Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the Employee under this Agreement.
(3) If the Employee's employment with the Company shall be terminated by the Company (other than for Cause) or by the Executive Officer Employee for Good Reason, Executive Officer shall be entitled to the followingCompany shall:
(i) within five (5) days after the Company shall Release Effective Date pay Executive Officer all Accrued Compensation and a Pro-Rata Bonusthe Employee his full Base Salary through the Date of Termination at the greater of the rate in effect at the time the Change of Control occurs or Notice of Termination is given, plus any bonuses or incentive compensation which pursuant to the terms of any compensation or benefit plan have been earned or have become payable as of the Date of Termination, but which have not yet been paid;
(ii) within five (5) days after the Release Effective Date pay the Employee a lump sum cash payment equal to the Severance Entitlement. The aggregate dollar amount of the Severance Entitlement shall be equal to three times the highest aggregate amount of base salary bonus and other cash compensation paid by the Company to the Employee for any full calendar year during which the Employee was employed by the Company; provided, however, that if such Severance Entitlement, either alone or together with other payments which the Employee has the right to receive from the Company or any affiliate of the Company (the "Total Payments"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then the Company shall pay Executive Officer as severance pay and in lieu an additional amount of any further compensation for periods subsequent money (the "Gross-up Payment") to the Termination Date, an amount in cash Employee that will equal to one (1based upon the Employee's good faith representations of the Employee's income tax position for the year(s) times of payment(s)) the sum of (Aj) all excise tax ("Excise Tax") imposed upon the Base Amount Employee by Section 4999 of the Code and (Bii) all additional state and federal income taxes attributable to the Bonus Amountadditional payments to the Employee pursuant to this proviso clause (including all state and federal taxes on the additional income tax payments) such that the net amount retained by Employee, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-up Payment, shall be equal to the Total Payments. The determination of the amounts of such payments pursuant to the immediately preceding proviso shall be made by the Company in good faith, and such determination shall be conclusive and binding. The Company may at its election pay such amount to the Employee in eighteen (18) equal monthly installments commencing on the fifth day after the Release Effective Date and on the same day of the next seventeen (17) months thereafter;
(iii) until continue to provide for the first Employee and his dependents, for a period of eighteen (1st18) anniversary months following the Date of Termination, life insurance, medical and hospitalization benefits comparable to those provided by the Termination DateCompany to the Employee and his dependents immediately prior to the Change of Control, Executive Officer provided that any coverage provided pursuant to this subsection (iii) shall have terminate to the extent that the Employee obtains comparable life insurance, medical or hospitalization benefits coverage from any other employer during such rights with respect eighteen (18) month period. The benefits provided under this subsection (iii) shall not be materially less favorable to the Employee in terms of amounts, deductibles and costs to him, if any, than such benefits provided by the Company to the Employee and his dependents as of the date of the Change of Control. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Employee or his dependents may be entitled under the Company, including without limitation car allowance, 's life insurance, disability, medical, hospitalization, dental or disability plans following the Employee's Date of Termination and hospitalization benefits as were provided shall be in addition to Executive Officer as of any COBRA rights under federal law; and
(iv) within five (5) days after the Release Effective Date or, if greater, at any time within ninety (90) days preceding pay the Termination DateOutplacement Assistance Payment to the Employee.
(cb) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer Employee shall not be required to mitigate the amount of any payment provided for in this Agreement Section 2 by seeking other employment or otherwise andotherwise, no such payment nor, except as provided in Section 2(a)(3)(iii) above, shall be offset or reduced by the amount of any payment or benefit provided for in Section 2 be reduced by any compensation earned by the Employee or benefits provided benefit made available to Executive Officer in any subsequent employmentthe Employee as the result of employment by another employer after the Date of Termination or otherwise.
(c) For purposes of this Agreement, the following definitions shall apply:
Appears in 2 contracts
Samples: Severance Benefits Agreement (Crossmann Communities Inc), Severance Benefits Agreement (Crossmann Communities Inc)
Termination Benefits. The Executive Officer shall be entitled to (a) Upon the following compensation and benefits if, during termination of the term of this Agreement, Executive Officer’s Executive's employment with the Company shall be terminatedfor any reason, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with the Company shall be terminated provide the Executive (or, in the case of his death, his estate or other legal representative), (i) by any Annual Bonus earned but not yet paid with respect to the Company for Causepreceding calendar year, (ii) all benefits due him under the Company's benefits plans and policies for his services rendered to Executive Officer’s Disability or deaththe Company prior to the date of such termination (according to the terms of such plans and policies), (iii) due to Executive Officer’s retirement pursuant to not later than ninety (90) days after such termination, in a lump sum, all Base Salary earned through the Company’s policies applying to executive officers generallydate of such termination, or and (iv) not later than ninety (90) days after such termination, in a lump sum, any Annual Bonus earned with respect to that portion of the calendar year prior to such termination.
(b) In the event that the Executive's employment hereunder is terminated by the Company without Cause or by the Executive Officer for Good Reason (but not by reason of expiration or non-renewal of this Agreement), and subject to the last sentence of this subsection (b), the Company shall make a one-time cash payment to the Executive in a gross amount such that the net payments retained by the Executive after payment of any applicable Excise Tax with respect to such payment shall equal Two Million Dollars ($2,000,000). Such payment shall be made at the time of any such termination without Cause or within thirty (30) days of any such resignation for Good Reason. Such payment shall be in full satisfaction of all obligations of the Company to Executive hereunder (other than those obligations set forth in subsection (a)) and shall be conditioned on Executive giving a general release of the Company and affiliates in the form used generally by the Company in the case of the termination of employment of senior executives.
(i) In the event that the Executive elects to terminate his employment hereunder other than for Good Reason, the Company Company, in consideration for the Executive's agreement in Section 7(b), shall continue to pay to Executive Officer him his Base Salary as set forth in Section 4(a) through the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum earlier of (A) the Base Amount and fifth (5th) anniversary of the Effective Date or (B) the Bonus Amount;
second (iii) until the first (1st2nd) anniversary of such termination of employment (the Termination earlier of such dates, the "Cessation Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date").
(cii) The amounts provided for In addition, in Sections 4.1(asuch event, the Company may, by written notice to the Executive given no later than 15 days following his termination of employment, elect to require the Executive to observe the provisions of Section 7(c) and 4.1(b)(i)hereof. In such event, the Company shall, on the last day of each calendar year through December 31, 2002 make a payment to him equal to his Average Bonus, and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after on the Termination Date (but in no event later than March 15 last day of the following calendar year), year which includes the Cessation Date make a payment to him equal to the product of his Average Bonus and shall be subject to all applicable tax and other withholdingsthe fraction of such calendar year which precedes the Cessation Date.
(d) The In the event that the Executive's employment is terminated by reason of expiration or non-renewal of this Agreement the Company shall make a one-time cash payment to the Executive Officer equal to two (2) times the amount of his annual Base Salary payable for the Contract Year ending on (or in which falls) the date of Termination of Employment. Such payment shall be made at the time of such Termination of Employment. Such payment shall be in full satisfaction of all obligations of the Company to the Executive hereunder (other than those obligations set forth in subsection (a)) and shall be conditioned on the Executive giving a general release of the Company and affiliates in the form used generally by the Company in the case of the termination of employment of senior executives.
(e) In the event of any Termination of Employment, the Executive shall not be required to seek other employment to mitigate damages, and any income earned by the amount of any payment provided for in this Agreement by seeking Executive from other employment or otherwise and, no such payment self-employment shall not be offset or reduced by against any obligations of the amount of any compensation or benefits provided Company to the Executive Officer in any subsequent employmentunder this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Chancellor Media Mw Sign Corp), Employment Agreement (Chancellor Media Mw Sign Corp)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits ifIf, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated within ninety (90) days prior to or twelve (12) months following a Change in Control provisions contained in Section 5 belowControl, Executive Officer shall be entitled to the following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one two (12) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first second (1st2nd) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datedate of the Change in Control; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Executive Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive Officer shall become 100% vested.
(v) Notwithstanding the foregoing, in the event that any payment or benefit received or to be received by Executive Officer in connection with Executive Officer’s separation with the Company (collectively, the “Severance Parachute Payments”) would (i) constitute a parachute payment within the meaning of Section 280G of the Code or any similar or successor provision to 280G and (ii) but for this Section 4, be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision to Section 4999 (the “Excise Tax”), then such Severance Parachute Payments shall be reduced to the largest amount which would result in no portion of the Severance Parachute Payments being subject to the Excise Tax. In the event any reduction of benefits is required pursuant to this Agreement, Executive Officer shall be allowed to choose which benefits hereunder are reduced (e.g., reduction first from the Severance Payment, then from the vesting acceleration). Any determination as to whether a reduction is required under this Agreement and as to the amount of such reduction shall be made in writing by the independent public accountants appointed for this purpose by the Company (the “Accountants”) prior to, or immediately following, the Change of Control, whose determinations shall be conclusive and binding upon Executive Officer and the Company for all purposes. If the Internal Revenue Service (the “IRS”) determines that these Parachute Payments are subject to the Excise Tax, then the Company or any related corporation, as their exclusive remedy, shall seek to enforce the provisions of this Section hereof. Such enforcement of this Section shall be the only remedy, under any and all applicable state and federal laws or otherwise, for Executive Officer’s failure to reduce the Severance Parachute Payments so that no portion thereof is subject to the Excise Tax. The Company or related corporation shall reduce the Severance Parachute Payments in accordance with this Section only upon written notice by the Accountants indicating the amount of such reduction, if any. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Agreement.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i5.1(b)(i), (ii) and (iiiii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 2 contracts
Samples: Employment Agreement (Akorn Inc), Employment Agreement (Akorn Inc)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits ifIf, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated within ninety (90) days prior to or twelve (12) months following a Change in Control provisions contained in Section 5 belowControl, Executive Officer shall be entitled to the following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one two (12) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first second (1st2nd) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datedate of the Change in Control; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Executive Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive Officer shall become 100% vested.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i5.1(b)(i), (ii) and (iiiii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 2 contracts
Samples: Employment Agreement (Option Care Inc/De), Employment Agreement (Option Care Inc/De)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated more than ninety (90) days prior to a Change in Control provisions contained Control, or Executive Officer’s employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Section 5 belowControl:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 2 contracts
Samples: Employment Agreement (Akorn Inc), Employment Agreement (Akorn Inc)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits ifIf, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated within the period of ninety (90) days prior to the Company entering into a definitive agreement that results in a Change of Control and twelve (12) months following the Change in Control provisions contained in Section 5 belowControl, Executive Officer shall be entitled to the following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one two (12) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first second (1st2nd) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datedate of the Change in Control; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Executive Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive Officer shall become 100% vested.
(v) Notwithstanding the foregoing, in the event that any payment or benefit received or to be received by Executive Officer in connection with Executive Officer’s separation with the Company (collectively, the “Severance Parachute Payments”) would (i) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar or successor provision to 280G and (ii) but for this Section 5, be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision to Section 4999 (the “Excise Tax”), then such Severance Parachute Payments shall be reduced to the largest amount which would result in no portion of the Severance Parachute Payments being subject to the Excise Tax. In the event any reduction of benefits is required pursuant to this Agreement, Executive Officer shall be allowed to choose which benefits hereunder are reduced (e.g., reduction first from the Severance Payment, then from the vesting acceleration). Any determination as to whether a reduction is required under this Agreement and as to the amount of such reduction shall be made in writing by the independent public accountants appointed for this purpose by the Company (the “Accountants”) prior to, or immediately following, the Change of Control, whose determinations shall be conclusive and binding upon Executive Officer and the Company for all purposes. If the Internal Revenue Service (the “IRS”) determines that these Parachute Payments are subject to the Excise Tax, then the Company or any related corporation, as their exclusive remedy, shall seek to enforce the provisions of this Section hereof. Such enforcement of this Section shall be the only remedy, under any and all applicable state and federal laws or otherwise, for Executive Officer’s failure to reduce the Severance Parachute Payments so that no portion thereof is subject to the Excise Tax. The Company or related corporation shall reduce the Severance Parachute Payments in accordance with this Section only upon written notice by the Accountants indicating the amount of such reduction, if any. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Agreement.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i), 5.1(b)(i) and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 2 contracts
Samples: Employment Agreement (Akorn Inc), Employment Agreement (Akorn Inc)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with Commencing as of the Company shall be terminated (i) by the Company for CauseTermination Date, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to in full satisfaction of the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason's obligations under the Employment Agreement and the Intercompany Services Agreement, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) in accordance with the Company shall pay Executive Officer all Accrued Compensation Company's prevailing payroll practices, severance payments equal to Executive's current monthly salary, for a period of twenty-five months (the "Severance Period"), and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu unpaid portion of any further compensation Executive's bonus for periods subsequent 2000, based on an aggregate bonus of 25% of Executive's current annual salary. In addition, to the extent permissible under the Company's health plans, until the earlier of (A) one-year from the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and or (B) the Bonus Amount;
(iii) until date on which Executive is eligible for coverage under another group insurance plan, the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect continue to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medicalreceive any health, dental and hospitalization vision benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding him immediately prior to the Termination Date.
(b) Notwithstanding any provision of any option plan or agreement to the contrary, all vested options held by Executive on the Termination Date shall remain exercisable by Executive for a period of one-year following the Termination Date and shall thereafter terminate to the extent not exercised. As of the Termination Date, all unvested shall terminate immediately.
(c) The amounts Company shall transfer ownership to Executive of (i) his Company provided for in Sections 4.1(a) and 4.1(b)(i)laptop computer, and (ii) the items contained in Executive's office; provided, however, that Executive shall be paid in a single lump sum cash payment within thirty (30) days, not retain any confidential or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdingsproprietary information.
(d) The Company shall provide Executive Officer shall (i) email and voicemail access for the greater of (x) the period expiring on the first anniversary of the date hereof, or (y) the period Executive remains a director of the Company, (ii) forwarding of Executive's mail to an address provided by Executive for a period not be required to mitigate the amount exceed one-year, and (iii) three-months of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employmenttechnology transition support.
Appears in 2 contracts
Samples: Resignation Agreement (Earthweb Inc), Resignation Agreement (Earthweb Inc)
Termination Benefits. The Executive Officer shall be entitled In addition to the following compensation and benefits if, during described under the term Agreement that survive the expiration or termination of this the Agreement, Executive Officer’s employment with the Company shall following benefits will be terminated, subject to Change in Control provisions contained in Section 5 belowpaid on account of the expiration or termination of the Agreement for the following reasons:
(a) If Executive OfficerUpon termination of the Employee’s employment with the Company shall be terminated (i) by the Company for CauseCause pursuant to Section 2(b)(i), (ii) due to Executive Officerby the Employee for other than Good Reason or upon the Employee’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to or by either party through non-renewal at the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reasonend of the current Term, the Company shall pay to Executive Officer the Employee or the Employee’s beneficiaries, as the case may be, immediately after the date of termination, an amount equal to the sum of the Employee’s accrued Annual Salary and any bonus that has been awarded and approved for payment to the Employee, but only to the extent that such Annual Salary and bonus (i) have been fully earned but not yet paid, and (ii) are not subject to a deferral election or deferral requirement that has become irrevocable (collectively, the “Accrued Compensation;”). Any Annual Salary or bonus that is subject to an irrevocable deferral election or requirement shall be paid in accordance with the terms of the deferred compensation arrangement.
(b) Upon termination of the Employee’s employment (x) by the Company without Cause or for Disability or (y) by the Employee for Good Reason, Employee shall be entitled to the Employee’s Accrued Compensation (as defined in Section 5(a)). Upon execution of a general release agreement in a form reasonably acceptable to the Company, in addition to the Accrued Compensation, Employee shall be entitled to all of the following benefits:
(i) Unless the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code (determined using any identification date designated by the Company in accordance with section 409A), the Company shall pay to the Employee, commencing immediately after the date of termination, a continuation of the Employee’s Annual Salary for twelve months, paid in accordance with the Company’s normal payroll cycles (as in effect on the Employee’s termination date). If Executive Officerthe Employee is a “specified employee” within the meaning of section 409A, the Company shall make severance payments equal to twelve months’ Annual Salary, as follows:
(A) on the first regular pay date following the six-month anniversary of the date of termination, the Company shall provide to the Employee a lump-sum payment in an amount equal to six months’ Annual Salary; and
(B) in accordance with the Company’s standard payroll practices, the Company shall provide the Employee with continuation of his Annual Salary for six months, starting on the first regular pay date following the six-month anniversary of the date of termination.
(ii) The Company shall continue the Employee and the Employee’s family’s medical coverage described in Section 4(b), above, at the expense of the Company, during the 12-month period that the Employee and his family are eligible to receive coverage under Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); commencing immediately after the date of termination; provided, however, that such Company-paid medical coverage shall immediately terminate if the Employee becomes covered (either before or after the date of the Employee’s termination from the Company) by another employer group health plan or by Medicare. When the Company-paid medical coverage described in the preceding sentence terminates at or before the end of the 12-month period commencing immediately after the date of termination, the Employee and any qualified beneficiary may continue group health coverage for the remainder, if any, of the period during which the Employee or the Employee’s beneficiaries are eligible to receive coverage under the COBRA, provided that the Employee or qualified beneficiary pays the applicable COBRA premium for such coverage.
(iii) the Company shall fully vest any outstanding stock options or restricted stock previously granted to the Employee.
(c) If the Employee is still employed by the Company upon a Change in Control, at the time of the Change in Control, the Company shall fully vest any outstanding stock options or restricted stock previously granted to the Employee, regardless of whether the Employee’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, terminates after the Termination Date (but Change in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdingsControl.
(d) The Executive Officer shall not be required to mitigate For purposes of this Agreement, a “Change in Control” means any of the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.following events:
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated more than ninety (90) days prior to a Change in Control provisions contained Control, or Executive Officer’s employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Section 5 belowControl:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one two (12) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first second (1st2nd) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.; and
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled In addition to the following compensation and benefits if, during described under the term Agreement that survive the expiration or termination of this the Agreement, Executive Officer’s employment with the Company shall following benefits will be terminated, subject to Change in Control provisions contained in Section 5 belowpaid on account of the expiration or termination of the Agreement for the following reasons:
(a) If Executive OfficerUpon termination of the Employee’s employment with the Company shall be terminated (i) by the Company for CauseCause pursuant to Section 2(b)(i), (ii) due to Executive Officerby the Employee for other than Good Reason or upon the Employee’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to or by either party through non-renewal at the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reasonend of the current Term, the Company shall pay to Executive Officer the Employee or the Employee’s beneficiaries, as the case may be, immediately after the date of termination, an amount equal to the sum of the Employee’s accrued Annual Salary and any bonus that has been awarded and approved for payment to the Employee, but only to the extent that such Annual Salary and bonus (i) have been fully earned but not yet paid, and (ii) are not subject to a deferral election or deferral requirement that has become irrevocable (collectively, the “Accrued Compensation;”). Any Annual Salary or bonus that is subject to an irrevocable deferral election or requirement shall be paid in accordance with the terms of the deferred compensation arrangement.
(b) Upon termination of the Employee’s employment (x) by the Company without Cause or for Disability or (y) by the Employee for Good Reason, Employee shall be entitled to the Employee’s Accrued Compensation (as defined in Section 5(a)). Upon execution of a general release agreement in a form reasonably acceptable to the Company, in addition to the Accrued Compensation, Employee shall be entitled to all of the following benefits:
(i) Unless the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code (determined using any identification date designated by the Company in accordance with section 409A), the Company shall pay to the Employee, commencing immediately after the date of termination, a continuation of the Employee’s Annual Salary for twelve months, paid in accordance with the Company’s normal payroll cycles (as in effect on the Employee’s termination date). If Executive Officerthe Employee is a “specified employee” within the meaning of section 409A, the Company shall make severance payments equal to twelve months’ Annual Salary, as follows:
(A) on the first regular pay date following the six-month anniversary of the date of termination, the Company shall provide to the Employee a lump-sum payment in an amount equal to six months’ Annual Salary; and
(B) in accordance with the Company’s standard payroll practices, the Company shall provide the Employee with continuation of his Annual Salary for six months, starting on the first regular pay date following the six-month anniversary of the date of termination.
(ii) The Company shall continue the Employee and the Employee’s family’s medical coverage described in Section 4(b), above, at the expense of the Company, during the 12-month period that the Employee and his family are eligible to receive coverage under Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); commencing immediately after the date of termination; provided, however, that such Company-paid medical coverage shall immediately terminate if the Employee becomes covered (either before or after the date of the Employee’s termination from the Company) by another employer group health plan or by Medicare. When the Company-paid medical coverage described in the preceding sentence terminates at or before the end of the 12-month period commencing immediately after the date of termination, the Employee and any qualified beneficiary may continue group health coverage for the remainder, if any, of the period during which the Employee or the Employee’s beneficiaries are eligible to receive coverage under the COBRA, provided that the Employee or qualified beneficiary pays the applicable COBRA premium for such coverage.
(iii) the Company shall fully vest any outstanding stock options or restricted stock previously granted to the Employee.
(c) If the Employee is still employed by the Company upon a Change in Control, at the time of the Change in Control, the Company shall fully vest 50% of Employee’s shares of restricted Common Stock (including all shares previously vested), $0.0001 par value per share (the “Outstanding Company Restricted Stock”) which had been issued on, or prior to, the date of this Agreement. For purposes of clarification, Employee’s Outstanding Company Restricted Stock shall be listed on Exhibit A, attached hereto. The remaining unvested shares of the Outstanding Company Restricted Stock shall vest nine months after the Change in Control, provided that the Employee is still employed by the Company on the vesting date. If the Employee is terminated without Cause or resigns for Good Reason during the nine-month period following a Change in Control, the remaining unvested shares of the initial award of Company Restricted Stock shall vest pursuant to Section 5(b)(iii), above. At the time of the Change in Control, the Company shall fully vest any outstanding stock options previously granted to the Employee, regardless of whether the Employee’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, terminates after the Termination Date (but Change in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdingsControl.
(d) The Executive Officer shall not be required to mitigate For purposes of this Agreement, a “Change in Control” means any of the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.following events:
Appears in 1 contract
Termination Benefits. (a) Upon the termination of the Executive’s employment with the Company for any reason, the Company shall provide the Executive (or, in the case of his death, his estate or other legal representative), any Annual Bonus earned but not yet paid with respect to the preceding calendar year, all benefits due him under the Company’s benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and, not later than three days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive Officer shall be entitled to the following compensation payments and benefits if, during the term described below only as applicable to such termination of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;employment.
(b) If Executive OfficerIn the event that the Executive’s employment with the Company shall be hereunder is terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer the Company shall be entitled pay to the following:
Executive, in a lump sum no later than three days following such termination, an amount equal to the product of (i) the Company shall pay Executive Officer all Accrued Compensation sum of the Base Salary and a Pro-Rata Bonus;
the Deemed Bonus and (ii) the number of calendar years (including fractional years) from the date of such termination to the otherwise applicable Expiration Date. In such event the Company shall pay also cause any options held by Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental Common Stock to become immediately vested and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Dateexercisable.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(iIn the event that the Executive’s employment hereunder is terminated by reason of the Executive’s death or Permanent Disability, the Company shall pay to the Executive (or his estate), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of three days following such termination, an amount equal to twelve months’ Base Salary and Deemed Bonus. In such event the following calendar year), Company shall also cause any options held by Executive with respect to Common Stock to become immediately vested and shall be subject to all applicable tax and other withholdingsexercisable.
(d) The In the event of any Termination of Employment, the Executive Officer shall not be required to seek other employment to mitigate damages, and any income earned by the amount of any payment provided for in this Agreement by seeking Executive from other employment or otherwise and, no such payment self-employment shall not be offset or reduced by against any obligations of the amount of any compensation or benefits provided Company to the Executive Officer in any subsequent employmentunder this Agreement.
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled In addition to the following compensation and benefits if, during described under the term Amended Agreement that survive the termination of this the Amended Agreement, Executive Officer’s employment with the Company shall following benefits will be terminated, subject to Change in Control provisions contained in Section 5 belowpaid on account of the termination of the Amended Agreement for the following reasons:
(a) If Executive Officer’s employment with the Company shall be terminated (i) Upon termination of this Amended Agreement by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement Cause pursuant to the Company’s policies applying to executive officers generallySection 2(a)(i), or (iv) by the Executive Officer for other than for Good ReasonReason or upon the Executive’s death, the Company shall pay to Executive Officer (x) immediately after the Accrued Compensation;date of termination an amount equal to the sum of Executive’s accrued base salary and any bonus amount earned but not yet paid and (y) the Severance Benefits (as defined in the Settlement Agreement) will continue under the same payment terms as described in Paragraph 1(a) of the Settlement Agreement.
(b) If Executive Officer’s employment with the Company shall be terminated Upon termination of this Amended Agreement (x) by the Company without Cause, for other than Cause or (y) by the Executive Officer for Good ReasonReason or Disability, Executive Officer shall be entitled to the followingthen:
(i) the Company shall pay to Executive Officer all Accrued Compensation and or his beneficiaries, as the case may be, immediately after the Date of Termination an amount which is equal to the Executive’s then-Annual Salary for a Pro-Rata Bonusperiod of three (3) months;
(ii) the Company shall pay for the Executive Officer in the event of Disability (after termination of the Amended Agreement under this section), medical insurance during the period the Executive’s spouse (and children), or the Executive, as severance pay and in lieu of any further compensation for periods subsequent the case may be, is eligible to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amountreceive benefits under COBRA;
(iii) until the first Company shall fully vest any stock options or restricted stock previously granted to the Executive;
(1stiv) anniversary the Company shall pay, within thirty (30) days of the Termination Datedate of termination, a lump-sum payment equivalent to the amount of any unpaid portion of the Severance Benefits (as defined in the Settlement Agreement); and
(v) the Executive Officer (or his spouse, in the event of his permanent Disability that affects his ability to so elect) shall have the right to require the Company to purchase from the Executive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), owned by the Executive or by any entity in which the Executive has an equity or ownership interest, worth up to $3,000,000. Such Common Stock shall be valued as of the close of business on the day prior to the date the Executive or his spouse delivers a notice to the Company in writing (a “Put Notice”) of his decision to require the Company to purchase such rights Common Stock. The Executive or his spouse (in the event of his Disability) shall have up to 21 days following the termination of this Amended Agreement to deliver the Put Notice to the Company. Subject to the fifth sentence of this paragraph, within 30 days of receiving the Put Notice, the Company shall pay Executive or his spouse the proceeds from the purchase of the shares of Common Stock specified in the Put Notice, up to a maximum of $3,000,000. To the extent Xxxxx X. Xxxxxx, M.D. (a “Co-Executive”) delivers a Put Notice at the same time as Executive, the Company shall have the right to pay the funds due hereunder over two years in equal amounts each year pro rata among the Executive and any Co-Executive based on the number of shares of Common Stock specified in each Put Notice; provided, however, that the Company shall not have such right to delay the payment of such funds in any succeeding year or years if the Company elects to sell the shares of Common Stock as set forth in the succeeding sentence. In lieu of a cash payment, the Company shall have the option of causing the shares specified in a Put Notice to be sold, as promptly as is reasonably practicable, pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), in which the shares shall be included, or pursuant to an exemption from the registration requirements of the Securities Act, in either case with respect the funds being remitted to benefits provided the Executive on the close of such sale (provided, further, that (x) the Executive shall receive at least $3,000,000 from such sale and (y) any sale pursuant to a registration statement shall not count as a “Demand Registration” pursuant to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof by and among the Company, including RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Xxxxxxxxx and Company, a New Jersey corporation). The Company agrees and acknowledges that the Executive shall have the right to require the Company to purchase shares of Common Stock from him hereunder without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided regard to Executive Officer as the limitations set forth in Section 2.4 of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination DateRegistration Rights Agreement.
(c) The amounts provided for For purposes of this Amended Agreement, a “Change in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 Control” means any of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.events:
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled In addition to the following compensation and benefits if, during described under the term Agreement that survive the termination of this the Agreement, Executive Officer’s employment with the Company shall following benefits will be terminated, subject to Change in Control provisions contained in Section 5 belowpaid on account of the termination of the Agreement for the following reasons:
(a) If Executive Officer’s employment with the Company shall be terminated (i) Upon termination of this Agreement by the Company for CauseCause pursuant to Section 2(b)(i), (ii) due to or by the Executive Officerfor other than Good Reason or upon the Executive’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to or by either party through non-renewal at the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reasonend of the current term, the Company shall pay to Executive Officer or her beneficiaries, as the Accrued Compensationcase may be, immediately after the date of termination an amount equal to the sum of Executive’s accrued base salary and any bonus amount earned but not yet paid;
(b) If Executive Officer’s employment with Upon termination of this Agreement before the Company shall be terminated end of the current term (x) by the Company without Cause, Cause or (y) by the Executive Officer for Good ReasonReason or disability, Executive Officer shall be entitled to her accrued base salary and any bonus amount earned but not yet paid, as provided in Section 5(a), and to the followingfollowing benefits:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Proto Executive, immediately after the date of termination (or as soon thereafter as the amount may be paid without incurring the 20% additional income tax under Section 409A of the Internal Revenue Code) an amount which is equal to the Executive’s Annual Salary for twenty-Rata Bonusfour (24) months;
(ii) the Company shall pay provide to Executive Officer medical coverage as severance pay and described in lieu Section 4(b), above, at the expense of any further compensation for periods subsequent the Company, during the period that the Executive or her beneficiaries are eligible to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;receive coverage under COBRA; and
(iii) until the first (1st) anniversary of Company shall fully vest any stock options or restricted stock previously granted to the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination DateExecutive.
(c) The amounts provided for For purposes of this Agreement, a “Change in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 Control” means any of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.events:
Appears in 1 contract
Termination Benefits. The Executive Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Protected Officer’s 's employment with the Company shall be terminated, subject to terminated at any time following a Change in Control provisions contained in Section 5 belowControl:
(a) If Executive Protected Officer’s 's employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Protected Officer’s Disability or 's death, (iii) due to Executive Protected Officer’s 's retirement pursuant to the Company’s 's policies applying to executive officers generally, or (iv) by Executive Protected Officer other than for Good Reason, the Company shall pay to Executive Protected Officer the Accrued Compensation;
(b) If Executive Protected Officer’s 's employment with the Company shall be terminated by the Company without Cause, Cause or by the Executive Protected Officer for with Good Reason, Executive Protected Officer shall be entitled to the following:
(i1) the Company shall pay Executive Protected Officer all Accrued Compensation and a Pro-Rata BonusCompensation;
(ii2) the Company shall pay Executive Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one nine (19) times the sum of (A) the Base Amount and (B) the Bonus Amount;; and
(iii3) until the first (1st) anniversary of the Termination Date, Executive Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization medical benefits as were provided to Executive Protected Officer by the Company as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date; provided that such benefits shall be offset or reduced by the amount of medical benefits provided to Protected Officer by any subsequent employer prior to the first (1st) anniversary of the Termination Date.
(c) The amounts provided for in Sections 4.1(a5.1(a) or 5.1(b)(1) and 4.1(b)(i), and (ii2) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but in no event later than March 15 of the following calendar yearor earlier, if required by applicable law), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, except as set forth in Section 5.1(b)(3), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Protected Officer in any subsequent employment.
Appears in 1 contract
Termination Benefits. The Executive If, during the term of this Agreement, Protected Officer's employment with the Company shall be terminated within twelve (12) months following a Change in Control, Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 belowbenefits:
(a) If Executive Protected Officer’s 's employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Protected Officer’s Disability or 's death, (iii) due to Executive Protected Officer’s 's retirement pursuant to the Company’s 's policies applying to executive officers generally, or (iv) by Executive Protected Officer other than for Good Reason, the Company shall pay to Executive Protected Officer the Accrued Compensation;
(b) If Executive Protected Officer’s 's employment with the Company shall be terminated by the Company without Causefor any reason other than as specified in Section 4.1(a), or by the Executive Officer for Good Reason, Executive Protected Officer shall be entitled to the following:
(i) the Company shall pay Executive Protected Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one [three (13) times times] [two (2) times] the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) third anniversary of the Termination DateDate of Termination, Executive Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as were provided to Executive Protected Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datedate of the Change in Control; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company's stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vested.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but in no event later than March 15 of the following calendar yearor earlier, if required by applicable law), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise andotherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Protected Officer in any subsequent employment.
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits ifIf, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated within the period of ninety (90) days prior to the Company entering into a definitive agreement that results in a Change of Control and twelve (12) months following the Change in Control provisions contained in Section 5 belowControl, Executive Officer shall be entitled to the following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one three (13) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first third (1st3rd) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datedate of the Change in Control; and
(iv) unless otherwise provided in any applicable award agreement, the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Executive Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive Officer shall become 100% vested.
(v) Notwithstanding the foregoing, in the event that any payment or benefit received or to be received by Executive Officer in connection with Executive Officer’s separation with the Company (collectively, the “Severance Parachute Payments”) would (i) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar or successor provision to 280G and (ii) but for this Section 5, be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision to Section 4999 (the “Excise Tax”), then such Severance Parachute Payments shall be reduced to the largest amount which would result in no portion of the Severance Parachute Payments being subject to the Excise Tax. In the event any reduction of benefits is required pursuant to this Agreement, Executive Officer shall be allowed to choose which benefits hereunder are reduced (e.g., reduction first from the severance payment, then from the vesting acceleration). Any determination as to whether a reduction is required under this Agreement and as to the amount of such reduction shall be made in writing by the independent public accountants appointed for this purpose by the Company (the “Accountants”) prior to, or immediately following, the Change in Control, whose determinations shall be conclusive and binding upon Executive Officer and the Company for all purposes. If the Internal Revenue Service determines that these Parachute Payments are subject to the Excise Tax, then the Company or any related corporation, as their exclusive remedy, shall seek to enforce the provisions of this Section hereof. Such enforcement of this Section shall be the only remedy, under any and all applicable state and federal laws or otherwise, for Executive Officer’s failure to reduce the Severance Parachute Payments so that no portion thereof is subject to the Excise Tax. The Company or related corporation shall reduce the Severance Parachute Payments in accordance with this Section only upon written notice by the Accountants indicating the amount of such reduction, if any. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Agreement.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i), 5.1(b)(i) and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date or the date of the Change in Control, as applicable (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 1 contract
Samples: Executive Agreement (Akorn Inc)
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive If Officer’s employment with the Company shall be terminated, subject Officer shall be entitled to Change in Control provisions contained in Section 5 belowthe following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, Cause or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Payment of Accrued Compensation and a Pro-Rata Bonus;
(ii) Severance pay in the Company shall pay Executive amount of one million and five hundred thousand dollars ($1,500,000); and
(iii) Continuation of medical benefit coverage for Officer as severance pay and in lieu his eligible dependents until the earlier of any further compensation for periods subsequent the date that Officer becomes entitled to medical benefits from another employer or twenty-four (24) months after the Termination Date, subject to Officer’s payment of applicable premiums, if any, at the same rate that would have applied had Officer remained an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary officer of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but in no event later than March 15 of the following calendar yearor earlier, if required by applicable law), and in the case of the Pro-Rata Bonus under Section 4.1(b)(i), conditioned upon Officer’s delivery of a release in favor of the Company in the form of Exhibit A hereto, and upon such release becoming effective. The amount provided for in Section 4.1(b)(ii) shall be subject paid in twelve (12) equal monthly cash installments commencing with the first business day of the first month following the Termination Date, conditioned upon Officer’s delivery of a release in favor of the Company in the form of Exhibit A hereto, and upon such release becoming effective. Payment or benefits of Accrued Compensation to all be paid or provided under Section 2.1(iv) shall be paid or provided at the time(s) and in the manner specified in the applicable tax and other withholdingsplan or program referred to in Section 2.1(iv).
(d) The Executive In the event that Officer breaches this Agreement, including, but not limited to, the provisions set forth in Sections 4.4, 6, 7, and 8.1, in any material respect, all payments under Sections 4.1(b)(ii) and 4.1(b)(iii) shall cease after Officer has been given notice of the breach and an opportunity to cure within 30 days of Officer’s receipt of such notice and if Officer has failed to timely effect such cure, and thereafter the Company shall have no further obligations under Sections 4.1(b)(ii) and 4.1(b)(iii), except as required by federal or state continuation coverage laws.
(e) Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise andotherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 1 contract
Samples: Compensation and Severance Agreement (Restoration Hardware Holdings Inc)
Termination Benefits. The Executive Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Protected Officer’s 's employment with the Company shall be terminated, subject terminated prior to a Change in Control provisions contained in Section 5 belowControl:
(a) If Executive Protected Officer’s 's employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Protected Officer’s Disability or 's death, (iii) due to Executive Protected Officer’s 's retirement pursuant to the Company’s 's policies applying to executive officers generally, or (iv) by Executive Protected Officer other than for Good Reason, the Company shall pay to Executive Protected Officer the Accrued Compensation;
(b) If Executive Protected Officer’s 's employment with the Company shall be terminated by the Company without Cause, Cause or by the Executive Protected Officer for with Good Reason, Executive Protected Officer shall be entitled to the following:
(i1) the Company shall pay Executive Protected Officer all Accrued Compensation and a Pro-Rata Bonus;Compensation; and
(ii2) the Company shall pay Executive Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one the greater of (1i) six (6) times the sum of Base Amount or (Aii) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive severance payment to which Protected Officer shall have such rights with respect to benefits provided by would otherwise be entitled under the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer 's severance policy in effect as of the Effective Date or, if greater, at any time within the ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (iior 4.1(b) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but in no event later than March 15 of the following calendar yearor earlier, if required by applicable law), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise andotherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Protected Officer in any subsequent employment.
Appears in 1 contract
Termination Benefits. (a) Upon the termination of the Executive’s employment with the Company for any reason, the Company shall provide the Executive (or, in the case of his death, his estate or other legal representative), any Annual Bonus earned but not yet paid with respect to the preceding calendar year, all benefits due him under the Company’s benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of such plans and policies), and, not later than three days after such termination, in a lump sum, all Base Salary earned through the date of such termination. The Executive Officer shall be entitled to the following compensation payments and benefits if, during the term described below only as applicable to such termination of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;employment.
(b) If Executive OfficerIn the event that the Executive’s employment with the Company shall be hereunder is terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer the Company shall be entitled pay to the following:
Executive, in a lump sum no later than three days following such termination, an amount equal to the product of (i) the Company shall pay Executive Officer all Accrued Compensation sum of the Base Salary and a Pro-Rata Bonus;
the Deemed Bonus and (ii) the number of calendar years (including fractional years) from the date of such termination to the otherwise applicable Expiration Date. In such event the Company shall pay also cause any options held by Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental Common Stock to become immediately vested and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Dateexercisable.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(iIn the event that the Executive’s employment hereunder is terminated by reason of the Executive’s death or Permanent Disability, the Company shall pay to the Executive (or his estate), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of three days following such termination, an amount equal to twelve months’ Base Salary and Deemed Bonus. In such event the following calendar year), Company shall also cause any options held by Executive with respect to Common Stock to become immediately vested and shall be subject to all applicable tax and other withholdingsexercisable.
(d) The In the event of any Termination of Employment, the Executive Officer shall not be required to seek other employment to mitigate damages, and any income earned by the amount of any payment provided for in this Agreement by seeking Executive from other employment or otherwise and, no such payment self-employment shall not be offset against any obligations of the Company to the Executive under this Agreement.
(e) Notwithstanding any provisions of this Agreement, in no event shall the Company pay to the Executive, and the Executive waives and releases any claim to, any amount which would cause any payment to the Executive with respect to a Change in Control to constitute and “excess parachute payment” as such term is defined in Section 280G(b)(1) of the Internal Revenue Code or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employmentsuccessor provision thereof.
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits ifIf, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject Officer shall be entitled to Change in Control provisions contained in Section 5 belowthe following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Causeother than as specified in Section 4.1(a) within eighteen (18) months following a Change in Control, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one three (13) times the sum of (A) the Base Amount Salary and (B) the Bonus Amount;
(iiic) until If Officer’s employment with the first Company shall be terminated (1sti) anniversary by Officer for Good Reason not within eighteen (18) months following a Change in Control or (ii) for any other reason that is not specified in Section 4.1(a) or (b), Officer shall be entitled to the following:
(i) the Company shall pay Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, Executive continuation of Officer’s Base Salary in periodic installments in accordance with the Company’s normal payroll practice, for 12 months following Termination Date or such longer period so that Officer receives an aggregate minimum amount of such payments equal to $750,000;
(iii) Officer shall be entitled to continue medical benefit coverage for himself and his eligible dependents until the later of the date that Officer becomes entitled to medical benefits from another employer or the end of the period of Base Salary continuation, subject to Officer’s payment of applicable premiums, if any, at the same rate that would have such applied had Officer remained an officer of the Company;
(iv) Each stock option granted to Officer by the Company on or prior to the end of the Company’s first fiscal quarter for fiscal 2004 shall automatically accelerate and become immediately exercisable (to the extent outstanding at the time and not previously exercisable) for fully vested shares and any vesting repurchase rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided shares previously acquired thereunder shall lapse;
(v) Each stock option granted to Executive Officer as (other than the options referred to in (iv) above) shall automatically accelerate and become immediately exercisable (to the extent outstanding at the time but not otherwise fully exercisable) for fully vested shares and any vesting repurchase rights with respect to shares previously acquired thereunder shall lapse, but in each case solely to the extent that such options or shares would have vested during the period of Base Salary continuation, had Executive remained employed with the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datecompany throughout such period.
(cvi) To the extent that stock options that are outstanding upon such a termination vest solely by reason of (iv) and (v) above, such options shall not remain exercisable for longer than three months following termination of employment.
(d) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but or earlier, if required by applicable law). The amounts provided for in no event later than March 15 of the following calendar year), and Section 4.1(b)(ii) shall be subject paid in twelve (12) equal monthly installments following the Termination Date or such greater number of additional monthly installments to all applicable tax and other withholdingsyield an aggregate minimum payment of $750,000.
(de) The Executive In the event that Officer breaches this Agreement, including, but not limited to, the provisions set forth in Section 9.1, all payments under Sections 4.1(b)(ii) and 4.1(c)(ii) shall cease after Officer has been given notice of the breach and an opportunity to cure within 15 days of such notice and if Officer has failed to timely effect such cure, and thereafter the Company shall have no further obligations under Sections 4.1(b)(ii) and 4.1(c)(ii).
(f) Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise andotherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 1 contract
Samples: Compensation and Severance Agreement (Restoration Hardware Inc)
Termination Benefits. The Executive Officer shall be entitled to In the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with event that: (A) the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s terminates your employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability without Cause or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than you resign for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Causeboth as defined below, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
Date of Termination occurs after the earlier of (iiii) until nine months from the first Start Date, or (1stii) the completion of an IPO (in either case the “Severance Commencement Date”); and (C) you enter into, do not revoke and comply with the terms of a separation agreement containing customary terms in a form provided by the Company which shall include a general release of claims against the Company and related persons and entities (the “Release”) and a ratification of your obligations under the Restrictive Covenant Agreement attached to this letter and nondisparagement, but which shall not otherwise impose any new obligations on you, then in addition to the Accrued Obligations, the Company will provide you with either: (y)(A) base salary and COBRA continuation (of the employer’s portion of the premium cost) for the twelve month period immediately following the Date of Termination; and (B) accelerated vesting of any then outstanding time based equity awards so that shares that would have vested at any time on or before the one year anniversary of the Date of Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer become vested as of the Effective Date or, if greater, at any time within ninety of Termination (90Section 8(y) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) A and 4.1(b)(iB are collectively “Severance Option 1”), and or (iiz) shall be paid in a single one lump sum cash payment within thirty be equal to eighteen (3018) days, or as soon as administratively practicable, months of your base salary in effect on the Date of Termination (“Severance Option 2”). Severance Option 1 shall apply unless the Date of Termination occurs after the Termination Date (but in no event later than March 15 all of the following calendar year)have occurred: the Severance Commencement Date, an IPO and a Change in Control in which case Severance Option 2 shall be subject to all applicable tax and other withholdings.
apply. The first (dor only) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such severance payment shall be offset or reduced made within 45 days after the Date of Termination. If Severance Option 1 applies and you miss a regular payroll period between the Date of Xxxxx Xxxxxxxxx July 28, 2014 Termination and first severance payment date, the first severance payment shall include a “catch up” payment. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each severance payment is considered a separate payment. For the avoidance of doubt, in the event your employment terminates for any reason other than a termination by the amount Company without Cause or your resignation for Good Reason, in either case after the Severance Commencement Date, you will be entitled to the Accrued Obligations but you will not be entitled to any of the Termination Benefits described in this Section 8. Notwithstanding anything herein to the contrary, in the event of the termination of of your employment for any compensation or benefits provided reason, the terms of the MIP shall govern whether and to Executive Officer what extend you are entitled to receive any amounts in any subsequent employment.respect of the MIP thereafter. For purposes of this Agreement,
Appears in 1 contract
Termination Benefits. The Executive If, during the term of this Agreement, Officer's employment with the Company shall be terminated, Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 belowbenefits:
(a) If Executive Officer’s 's employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Officer’s Disability or 's death, (iii) due to Executive Officer’s 's retirement pursuant to the Company’s 's policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s 's employment with the Company shall be terminated by the Company without Causeother than as specified in Section 4.1(a) within eighteen (18) months following a Change in Control, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one three (13) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iiic) until If Officer's employment with the first Company shall be terminated other than as specified in Section 4.1(a) or (1stb) before the second anniversary of this Agreement, Officer shall be entitled to the following:
(i) the Company shall pay Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, Executive continuation of Officer's Base Salary in periodic installments in accordance with the Company's normal payroll practice, for 24 months following Termination Date;
(iii) Officer shall be entitled to continue medical benefit coverage for himself and his eligible dependents until the later of the date that Officer becomes entitled to medical benefits from another employer or the end of the period of Base Salary continuation, subject to Officer's payment of applicable premiums, if any, at the same rate that would have such rights with respect applied had Officer remained an officer of the Company;
(iv) Each stock option granted to benefits provided Officer by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as Company upon his initial employment (covering an aggregate of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i1,400,000 shares), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.automatically
Appears in 1 contract
Samples: Compensation and Severance Agreement (Restoration Hardware Inc)
Termination Benefits. The Executive Officer shall be entitled to (a) Upon the following compensation and benefits if, during termination of the term of this Agreement, Executive Officer’s Executive's employment with the Company shall be terminatedfor any reason, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with the Company shall be provide the Executive (or, in the case of his death, his estate or other legal representative), any Annual Bonus earned but not yet paid with respect to the preceding calendar year, all benefits due him under the Company's benefits plans and policies for his services rendered to the Company prior to the date of such termination (according to the terms of
(b) In the event that the Executive's employment hereunder is terminated (i) by the Company for Cause, without Cause (ii) due to Executive Officer’s Disability but not by reason of expiration or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generallynon-renewal of this Agreement), or (iv) by the Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without CauseExecutive, or by the Executive Officer for Good Reasonin a lump sum no later than three days following such termination, Executive Officer shall be entitled an amount equal to the following:
product of (i) the Company shall pay Executive Officer all Accrued Compensation sum of the Base Salary and a Pro-Rata Bonus;
the Deemed Bonus and (ii) the number of calendar years (including fractional years) form the date of such termination to the otherwise applicable Expiration date. In such event the Company shall pay also cause any options held by Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental Common Stock to become immediately vested and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Dateexercisable.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(iIn the event that the Executive's employment hereunder is terminated by reason of the Executive's death or Permanent Disability, the Company shall pay the Executive (or his estate), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of three days following such termination, an amount equal to twelve months' Base Salary and Deemed Bonus. In such event the following calendar year), Company shall also cause any options held by Executive with respect to Common Stock to become immediately vested and shall be subject to all applicable tax and other withholdingsexercisable.
(d) The In the event of any Termination of Employment, the Executive Officer shall not be required to seek other employment to mitigate damages, and any income earned by the amount of any payment provided for in this Agreement by seeking Executive from other employment or otherwise and, no such payment self-employment shall not be offset or reduced by against any obligations of the amount of any compensation or benefits provided Company to the Executive Officer in any subsequent employmentunder this Agreement.
Appears in 1 contract
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits ifIf, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject terminated within ninety (90) days prior to or twelve (12) months following a Change in Control provisions contained in Section 5 belowControl, Executive Officer shall be entitled to the following compensation and benefits:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one three (13) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first third (1st3rd) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Datedate of the Change in Control; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Executive Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive Officer shall become 100% vested.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i5.1(b)(i), (ii) and (iiiii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Appears in 1 contract
Termination Benefits. The Executive If, during the term of this Agreement, Protected Officer’s employment with the Company shall be terminated within twelve (12) months following a Change in Control, Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 belowbenefits:
(a) If Executive Protected Officer’s employment with the Company shall be terminated (i) by the Company for CauseCause or Disability, (ii) due to Executive by reason of Protected Officer’s Disability or death, (iii) due to Executive Protected Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Protected Officer other than for Good Reason, the Company shall pay to Executive Protected Officer the Accrued Compensation;
(b) If Executive Protected Officer’s employment with the Company shall be terminated by the Company without Causefor any reason other than as specified in Section 5.1(a), or by the Executive Officer for Good Reason, Executive Protected Officer shall be entitled to the following:
(i) the Company shall pay Executive Protected Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Protected Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one two (12) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first second (1st2nd) anniversary of the Termination Date, Executive Protected Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as were provided to Executive Protected Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the date of the Change in Control; provided that such benefits shall be offset or reduced by the amount of benefits provided to Protected Officer by any subsequent employer prior to the second anniversary of the Termination Date; and
(iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Protected Officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Protected Officer shall become immediately exercisable and shall become 100% vested and all performance units granted to Protected Officer shall become 100% vested.
(c) The amounts provided for in Sections 4.1(a5.1(a) and 4.1(b)(i5.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, days after the Termination Date (but in no event later than March 15 of the following calendar yearor earlier, if required by applicable law), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Protected Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, except as set forth in Section 5.1(b)(iii), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Protected Officer in any subsequent employment.
Appears in 1 contract
Samples: Compensation Protection Agreement (American Pharmaceutical Partners Inc /De/)
