Termination By Company Without Cause, by the Company’s Non-Renewal or by Executive For Good Reason. If Executive’s employment hereunder is terminated by the Company at any time during the Employment Period without Cause pursuant to Section 6(c) hereof, by the Company by its election not to renew this Agreement pursuant to Section 2 hereof or by Executive at any time during the Employment Period for Good Reason pursuant to Section 6(e) hereof, then the Company shall pay to Executive: (i) a lump sum payment in cash equal to the Accrued Obligation and such payment shall be paid within 30 days after the Termination Date; (ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee; (iii) his Annual Salary through the first year anniversary of the Termination Date, and such amount will be paid by the Company as provided below: (A) if Executive is not a Specified Employee such amount will be paid by the Company in equal installments in accordance with the customary payroll practices of the Company as if Executive was employed at the time; or (B) if Executive is a Specified Employee such amount will be paid by the Company in equal installments in accordance with the customary payroll practices of the Company as if Executive was employed at the time provided, however, that all installments payable under this Section 7(c)(iii) prior to the date that is six months following the date of Executive’s Separation From Service shall be accumulated and such amount shall be paid to Executive on the date that is six months following the date of his Separation From Service so that the first payment under this Section 7(c)(iii) shall include all amounts that would have been paid to Executive earlier under this Section 7(c)(iii) had Executive not been a Specified Employee; (iv) a lump sum payment in cash equal to Executive’s full Target Bonus for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date and such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and (v) in addition to the payment pursuant to Section 7(c)(iv), a lump sum payment in cash equal to the Target Bonus payable pursuant to Section 7(c)(iv), to be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which the Target Bonus referred to in Section 7(c)(iv) relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock or Deferred Stock Units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock or Deferred Stock Units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock or Deferred Stock Units agreements have been satisfied in full. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 2 contracts
Samples: Employment Agreement (Mens Wearhouse Inc), Employment Agreement (Mens Wearhouse Inc)
Termination By Company Without Cause, by the Company’s Non-Renewal or by Executive For Good Reason. If Executive’s employment hereunder is terminated by the Company at any time during the Employment Period without Cause pursuant to Section 6(c) hereof, by the Company by its election not to renew this Agreement pursuant to Section 2 hereof or by Executive at any time during the Employment Period for Good Reason pursuant to Section 6(e) hereof, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to the Accrued Obligation and such payment shall be paid within 30 days after the Termination Date;Date except in the case of the Bonus which shall be paid on the April 15th immediately following the fiscal year bonus period to which such Bonus relates.
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(iii) his Annual Salary through the first year anniversary of the Termination DateDate (the “Base Salary Severance”), and such amount will be paid by the Company as provided below:
(A) if Executive is not a Specified Employee such amount will be paid by the Company in equal installments following the Termination Date in accordance with the customary payroll practices of the Company as if Executive was employed at the time; or
, commencing on the first Company payroll date immediately following the 38th day after the Termination Date (B) if Executive is a Specified Employee such amount will be the “First Payment Date”), and any installment of the Base Salary Severance that would have otherwise been paid by the Company in equal installments in accordance with pursuant to the customary payroll practices of the Company as if Executive was employed at the time provided, however, that all installments payable under this Section 7(c)(iii) prior to the date that is six months following the date of Executive’s Separation From Service First Payment Date shall instead be accumulated and such amount shall be paid to Executive on the date that is six months following the date of his Separation From Service so that the first payment under this Section 7(c)(iii) shall include all amounts that would have been paid to Executive earlier under this Section 7(c)(iii) had Executive not been a Specified EmployeeFirst Payment Date;
(iviii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year multiplied by Executive’s full Target Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date and as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect; such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employeerelates; and
(viv) in addition to the payment pursuant to Section 7(c)(iv), a lump sum payment installment payments in cash equal to the Executive’s Target Bonus payable pursuant to Section 7(c)(ivfor the year in which the Termination Date occurs (the “Target Bonus Severance”), also to be paid on by the April 15th immediately following Company in equal installments in accordance with the end customary payroll practices of the Company’s fiscal year bonus period Company contemporaneously with the payments to which be made in accordance with Section 7(c)(iii) hereof pursuant to the Target Bonus referred to in Section 7(c)(iv) relates if Executive is not a Specified Employee or on same payment schedule and procedure as provided for the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified EmployeeBase Salary Severance. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisablecontinue to vest over such one year period in accordance with the terms of the relevant stock option agreements, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in fullfull and shall remain exercisable for the period to end upon the earlier of the stated term of such option or the second anniversary of the Termination Date (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and all restrictions on any Restricted Stock time-vesting restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removedcontinue to lapse over such one year period in accordance with the terms of the relevant restricted stock or deferred vesting restricted stock unit agreements, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements (including any requirements for continued employment) and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. Further, restrictions on any performance units shall lapse, if at all, in accordance with the terms of the relevant performance unit agreement and nothing herein shall be deemed to modify the terms of such performance unit agreements. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policiesExecutive Benefits.
Appears in 1 contract
Termination By Company Without Cause, by the Company’s Non-Renewal or by Executive For Good Reason. If Executive’s employment hereunder is terminated by the Company at any time during the Employment Period without Cause pursuant to Section 6(c) hereof, by the Company by its election not to renew this Agreement pursuant to Section 2 hereof or by Executive at any time during the Employment Period for Good Reason pursuant to Section 6(e) hereof, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to the Accrued Obligation and such payment shall be paid within 30 days after the Termination DateDate except in the case of the Bonus which shall be paid on the April 15th immediately following the fiscal year bonus period to which such Bonus relates;
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(iii) his Annual Salary through the first two year anniversary of the Termination DateDate (the “Base Salary Severance”), and such amount will be paid by the Company as provided below:
(A) if Executive is not a Specified Employee such amount will be paid by the Company in equal installments following the Termination Date in accordance with the customary payroll practices of the Company as if Executive was employed at the time; or
, commencing on the first Company payroll date immediately following the 38th day after the Termination Date (B) if Executive is a Specified Employee such amount will be the “First Payment Date”), and any installment of the Base Salary Severance that would have otherwise been paid by the Company in equal installments in accordance with pursuant to the customary payroll practices of the Company as if Executive was employed at the time provided, however, that all installments payable under this Section 7(c)(iii) prior to the date that is six months following the date of Executive’s Separation From Service First Payment Date shall instead be accumulated and such amount shall be paid to Executive on the date that is six months following the date of his Separation From Service so that the first payment under this Section 7(c)(iii) shall include all amounts that would have been paid to Executive earlier under this Section 7(c)(iii) had Executive not been a Specified EmployeeFirst Payment Date;
(iviii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year multiplied by Executive’s full Target Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date and as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect; such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employeerelates; and
(viv) in addition to the payment pursuant to Section 7(c)(iv7(c)(ii), a lump sum payment installment payments in cash equal to two times the Target Bonus payable pursuant to Section 7(c)(ivfor the year in which the Termination Date occurs (the “Target Bonus Severance”), also to be paid on by the April 15th immediately following Company in equal installments in accordance with the end customary payroll practices of the Company’s fiscal year bonus period Company contemporaneously with the payments to which be made in accordance with Section 7(c)(ii) hereof pursuant to the Target Bonus referred to in Section 7(c)(iv) relates if Executive is not a Specified Employee or on same payment schedule and procedure as provided for the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified EmployeeBase Salary Severance. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year two years after the Termination Date shall become fully exercisablecontinue to vest over such two year period in accordance with the terms of the relevant stock option agreements, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in fullfull and shall remain exercisable for the period to end upon the earlier of the stated term of such option or the third anniversary of the Termination Date (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and all restrictions on any Restricted Stock time-vesting restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year two years after the Termination Date shall be removedcontinue to lapse over such two year period in accordance with the terms of the relevant restricted stock or deferred vesting restricted stock unit agreements, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements (including any requirements for continued employment) and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. Restrictions on any performance units (or performance-based deferred stock units) shall lapse, if at all, in accordance with the terms of the relevant performance unit agreement and nothing herein shall be deemed to modify the terms of such performance unit agreements. Executive shall also be entitled to any other benefits which may be owing in accordance the Executive Benefits. Further, the Company agrees that, if Executive’s employment with the Company’s plans Company terminates such that he is entitled to receive the payment and policies and such benefits set forth in this Section 7(c), Executive is not required to seek other employment or otherwise attempt in any way to mitigate or otherwise reduce any benefits or amounts payable to Executive by the Company pursuant to this Section 7(c) and, subject to the provisions of Section 7(e) hereof, in the event that Executive obtains other employment during the period in which he is receiving benefits under this Section 7(c), the Company shall not be paid in accordance entitled to any rights of offset with such plans and policiesrespect to the benefits or amounts payable to Executive under this Section 7(c).
Appears in 1 contract
Termination By Company Without Cause, by the Company’s Non-Renewal or by Executive For Good Reason. If Executive’s employment hereunder is terminated by the Company at any time during the Employment Period without Cause pursuant to Section 6(c) hereof, by the Company by its election not to renew this Agreement pursuant to Section 2 hereof or by Executive at any time during the Employment Period for Good Reason pursuant to Section 6(e) hereof, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to the Accrued Obligation and such payment shall be paid within 30 days after the Termination Date;Date except in the case of the Bonus which shall be paid on the April 15th immediately following the fiscal year bonus period to which such Bonus relates.
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(iii) his Annual Salary through the first year anniversary of the Termination DateDate (the “Base Salary Severance”), and such amount will be paid by the Company as provided below:
(A) if Executive is not a Specified Employee such amount will be paid by the Company in equal installments following the Termination Date in accordance with the customary payroll practices of the Company as if Executive was employed at the time; or
, commencing on the first Company payroll date immediately following the 38th day after the Termination Date (B) if Executive is a Specified Employee such amount will be the “First Payment Date”), and any installment of the Base Salary Severance that would have otherwise been paid by the Company in equal installments in accordance with pursuant to the customary payroll practices of the Company as if Executive was employed at the time provided, however, that all installments payable under this Section 7(c)(iii) prior to the date that is six months following the date of Executive’s Separation From Service First Payment Date shall instead be accumulated and such amount shall be paid to Executive on the date that is six months following the date of his Separation From Service so that the first payment under this Section 7(c)(iii) shall include all amounts that would have been paid to Executive earlier under this Section 7(c)(iii) had Executive not been a Specified EmployeeFirst Payment Date;
(iviii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year multiplied by Executive’s full Target Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date and as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect; such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employeerelates; and
(viv) in addition to the payment pursuant to Section 7(c)(iv), a lump sum payment installment payments in cash equal to the Executive’s Target Bonus payable pursuant to Section 7(c)(ivfor the year in which the Termination Date occurs (the “Target Bonus Severance”), also to be paid on by the April 15th immediately following Company in equal installments in accordance with the end customary payroll practices of the Company’s fiscal year bonus period Company contemporaneously with the payments to which be made in accordance with Section 7(c)(iii) hereof pursuant to the Target Bonus referred to in Section 7(c)(iv) relates if Executive is not a Specified Employee or on same payment schedule and procedure as provided for the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified EmployeeBase Salary Severance. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisablecontinue to vest over such one year period in accordance with the terms of the relevant stock option agreements, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in fullfull and shall remain exercisable for the period to end upon the earlier of the stated term of such option or the second anniversary of the Termination Date (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and all restrictions on any Restricted Stock time-vesting restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removedcontinue to lapse over such one year period in accordance with the terms of the relevant restricted stock or deferred vesting restricted stock unit agreements, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements (including any requirements for continued employment) and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. As a matter of clarification and for the avoidance of doubt, it is the intention and agreement of the parties that the foregoing provisions of this Section 7(c) relating to the vesting and period of exercise of stock options, and the vesting of, or lapsing of restrictions on, restricted stock units and deferred stock units shall apply to stock options, restricted stock units and deferred stock units granted or issued to the Executive at any time prior to the Effective Date and those granted or issued to him at any time after the Effective Date during the term of his employment under this Agreement and are intended to amend and do amend the terms of the underlying stock option, restricted stock unit and deferred stock unit agreements to the extent necessary to carry out the intent of this Section 7(c). Further, restrictions on any performance units shall lapse, if at all, in accordance with the terms of the relevant performance unit agreement and nothing herein shall be deemed to modify the terms of such performance unit agreements. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policiesExecutive Benefits.
Appears in 1 contract
Termination By Company Without Cause, by the Company’s Non-Renewal or by Executive For Good Reason. If Executive’s employment hereunder is terminated by the Company at any time during the Employment Period without Cause pursuant to Section 6(c) hereof, by the Company by its election not to renew this Agreement pursuant to Section 2 hereof or by Executive at any time during the Employment Period for Good Reason pursuant to Section 6(e) hereof, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to the Accrued Obligation and such payment shall be paid within 30 days after the Termination DateDate except in the case of the Bonus which shall be paid on the April 15th immediately following the fiscal year bonus period to which such Bonus relates;
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(iii) his Annual Salary through the first two year anniversary of the Termination DateDate (the “Base Salary Severance”), and such amount will be paid by the Company as provided below:
(A) if Executive is not a Specified Employee such amount will be paid by the Company in equal installments following the Termination Date in accordance with the customary payroll practices of the Company as if Executive was employed at the time; or
, commencing on the first Company payroll date immediately following the 38th day after the Termination Date (B) if Executive is a Specified Employee such amount will be the “First Payment Date”), and any installment of the Base Salary Severance that would have otherwise been paid by the Company in equal installments in accordance with pursuant to the customary payroll practices of the Company as if Executive was employed at the time provided, however, that all installments payable under this Section 7(c)(iii) prior to the date that is six months following the date of Executive’s Separation From Service First Payment Date shall instead be accumulated and such amount shall be paid to Executive on the date that is six months following the date of his Separation From Service so that the first payment under this Section 7(c)(iii) shall include all amounts that would have been paid to Executive earlier under this Section 7(c)(iii) had Executive not been a Specified EmployeeFirst Payment Date;
(iviii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year multiplied by Executive’s full Target Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date and as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect; such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employeerelates; and
(viv) in addition to the payment pursuant to Section 7(c)(iv7(c)(ii), a lump sum payment installment payments in cash equal to two times the Target Bonus payable pursuant to Section 7(c)(ivfor the year in which the Termination Date occurs (the “Target Bonus Severance”), also to be paid on by the April 15th immediately following Company in equal installments in accordance with the end customary payroll practices of the Company’s fiscal year bonus period Company contemporaneously with the payments to which be made in accordance with Section 7(c)(ii) hereof pursuant to the Target Bonus referred to in Section 7(c)(iv) relates if Executive is not a Specified Employee or on same payment schedule and procedure as provided for the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified EmployeeBase Salary Severance. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year two years after the Termination Date shall become fully exercisablecontinue to vest over such two year period in accordance with the terms of the relevant stock option agreements, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in fullfull and shall remain exercisable for the period to end upon the earlier of the stated term of such option or the third anniversary of the Termination Date (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and all restrictions on any Restricted Stock time-vesting restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year two years after the Termination Date shall be removedcontinue to lapse over such two year period in accordance with the terms of the relevant restricted stock or deferred vesting restricted stock unit agreements, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements (including any requirements for continued employment) and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. As a matter of clarification and for the avoidance of doubt, it is the intention and agreement of the parties that the foregoing provisions of this Section 7(c) relating to the vesting and period of exercise of stock options, and the vesting of, or lapsing of restrictions on, restricted stock units and deferred stock units shall apply to stock options, restricted stock units and deferred stock units granted or issued to the Executive at any time prior to the Effective Date and those granted or issued to him at any time after the Effective Date during the term of his employment under this Agreement and are intended to amend and do amend the terms of the underlying stock option, restricted stock unit and deferred stock unit agreements to the extent necessary to carry out the intent of this Section 7(c). Restrictions on any performance units (or performance-based deferred stock units) shall lapse, if at all, in accordance with the terms of the relevant performance unit agreement and nothing herein shall be deemed to modify the terms of such performance unit agreements. Executive shall also be entitled to any other benefits which may be owing in accordance the Executive Benefits. Further, the Company agrees that, if Executive’s employment with the Company’s plans Company terminates such that he is entitled to receive the payment and policies and such benefits set forth in this Section 7(c), Executive is not required to seek other employment or otherwise attempt in any way to mitigate or otherwise reduce any benefits or amounts payable to Executive by the Company pursuant to this Section 7(c) and, subject to the provisions of Section 7(e) hereof, in the event that Executive obtains other employment during the period in which he is receiving benefits under this Section 7(c), the Company shall not be paid in accordance entitled to any rights of offset with such plans and policiesrespect to the benefits or amounts payable to Executive under this Section 7(c).
Appears in 1 contract
Termination By Company Without Cause, by the Company’s Non-Renewal or by Executive For Good Reason. If Executive’s employment hereunder is terminated by the Company at any time during the Employment Period without Cause pursuant to Section 6(c) hereof, by the Company by its election not to renew this Agreement pursuant to Section 2 hereof or by Executive at any time during the Employment Period for Good Reason pursuant to Section 6(e) hereof, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to the Accrued Obligation and such payment shall be paid within 30 days after the Termination Date;
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(iii) his Annual Salary through the first two year anniversary of the Termination Date, and such amount will be paid by the Company as provided below:
(A) if Executive is not a Specified Employee such amount will be paid by the Company in equal installments in accordance with the customary payroll practices of the Company as if Executive was employed at the time; or
(B) if Executive is a Specified Employee such amount will be paid by the Company in equal installments in accordance with the customary payroll practices of the Company as if Executive was employed at the time provided, however, that all installments payable under this Section 7(c)(iii) prior to the date that is six months following the date of Executive’s Separation From Service shall be accumulated and such amount shall be paid to Executive on the date that is six months following the date of his Separation From Service so that the first payment under this Section 7(c)(iii) shall include all amounts that would have been paid to Executive earlier under this Section 7(c)(iii) had Executive not been a Specified Employee;
(iv) a lump sum payment in cash equal to Executive’s full Target Bonus for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date and such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and
(v) in addition to the payment pursuant to Section 7(c)(iv), a lump sum payment in cash equal to two times the Target Bonus payable pursuant to Section 7(c)(iv), also to be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which the Target Bonus referred to in Section 7(c)(iv) relates if Executive is not a Specified Employee or on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Target Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year two years after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock or Deferred Stock Units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year two years after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock or Deferred Stock Units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock or Deferred Stock Units agreements have been satisfied in full. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 1 contract
