Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”). (i) The “Severance Amount” will be equal to: (A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or (B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination. (ii) The “Pro Rata Bonus” will be equal to: (A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or (B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365. (iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 12 contracts
Samples: Employment Agreement (JBG SMITH Properties), Employment Agreement (Vornado Realty Lp), Employment Agreement (JBG SMITH Properties)
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) notwithstanding anything to the contrary in the plan or award agreement pursuant to which the Executive’s equity awards have been granted, the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination..
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 3 contracts
Samples: Employment Agreement (JBG SMITH Properties), Employment Agreement (JBG SMITH Properties), Employment Agreement (JBG SMITH Properties)
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two three times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 2 contracts
Samples: Employment Agreement (JBG SMITH Properties), Employment Agreement (JBG SMITH Properties)
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good ReasonReason (a “Qualifying Termination”), Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive will be entitled to receive the following paragraph, pay to Executive severance benefits: (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, Benefits and (iv) the Equity Vesting Benefits. For the avoidance of doubt, a termination upon the expiration of the Initial Period or a Renewal Period (x) due to the Company’s issuance of a notice of non-renewal pursuant to Section 2 shall be a Qualifying Termination, and (vy) any unpaid Annual Bonus for the year preceding the year due to Executive’s issuance of termination if the relevant measurement period for such bonus concluded prior a notice of non-renewal pursuant to the Date of Termination (the “Unpaid Prior Year Bonus”)Section 2 shall not be a Qualifying Termination.
(i) The “Severance Amount” will be equal to:
(A) if such termination Qualifying Termination is following the execution of a definitive agreement the consummation of which would result in, or (1) within two years following, 3 months prior to a Change in Control of the Company or (and such 2) within 12 months following a Change in Control does in fact occur) of the Company (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current 24 months’ Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination Qualifying Termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current 12 months’ Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, Executive’s target Annual Bonus a prorated annual bonus for the year of termination, paid in a lump sum within 60 days after termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination; or
, calculated based on actual performance through the date of such Qualifying CIC Termination and payable within 30 days following such Qualifying CIC Termination or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in a prorated annual bonus for the year of termination based on actual performance, paid at the period of time bonuses are paid to similarly situated employees elapsed from the start of the Company; in either case such amount will be prorated based on the number of days in the year up to and including applicable performance period through the Date of Termination Termination, calculated based on actual performance and divided by 365.
(iii) The “Medical Benefits” require payable at the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives end of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executiveperformance period.
Appears in 2 contracts
Samples: Employment Agreement (Hyzon Motors Inc.), Employment Agreement (Hyzon Motors Inc.)
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good ReasonReason (a “Qualifying Termination”), Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive will be entitled to receive the following paragraph, pay to Executive severance benefits: (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, Benefits and (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination Qualifying Termination is following the execution of a definitive agreement the consummation of which would result in, or (1) within two years following, 3 months prior to a Change in Control of the Company or (and such 2) within 12 months following a Change in Control does in fact occur) of the Company (a “Qualifying CIC Termination”), two times the sum of Executive’s: eighteen (x18) current months’ Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination Qualifying Termination is not a Qualifying CIC Termination, one times the sum of Executive’s twelve (x12) current months’ Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, Executive’s target Annual Bonus a prorated annual bonus for the year of termination, paid in a lump sum within 60 days after termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination; or
, calculated based on the greater of actual and target performance or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in a prorated annual bonus for the year of termination based on actual performance, paid at the period of time bonuses are paid to similarly situated employees elapsed from the start of the Company; in either case such amount will be prorated based on the number of days in the year up to and including applicable performance period through the Date of Termination Termination, calculated based on actual performance and divided by 365payable at the end of the performance period.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to (including the applicable cost of coverage) that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation ActAct of 1985) for for: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, two years eighteen (18) months following the Termination Date of Termination, or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, 18 twelve (12) months following the Termination DateDate of Termination. If this agreement Agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act of 2010 or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good ReasonReason during the Employment Period, Executive will be entitled to the payments and benefits provided in Section 8(a7(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata BonusBonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits, Benefits and (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement within three (3) months prior to or in connection with (and in each case subject to the consummation of which would result inof), or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two the amount equal to the product of 2.5 times the sum of Executive’s: ’s (x) current Base Salary, and (y) the target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one the amount equal to the product of 1.5 times the sum of Executive’s (x) current Base Salary, and (y) the target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
to (A) if such termination is a Qualifying CIC Termination, the greater of Executive’s target Annual Bonus for or the Annual Bonus earned in the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
termination based on actual performance or (B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on multiplied by the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may shall be provided upon Executive’s election and continued qualification for such Medical Benefits pursuant to the Consolidated Omnibus Budget Reconciliation ActAct (“COBRA”)) for (A) if such termination is a Qualifying CIC Termination, two years for so long as Executive qualifies for COBRA continuation of Medical Benefits following the Termination Date of Termination, up to two years, or (B) if such termination is not a Qualifying CIC Termination, 18 months one year following the Termination DateDate of Termination. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in hereof. In addition, and solely in the case of a termination by Company willwithout Cause or by Executive for Good Reason (a “Qualifying Termination”), and further subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive will be entitled to receive the following paragraph, pay to Executive severance benefits: (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonusany unpaid bonus relating to performance periods that have ended on or before Executive’s termination of employment, (iii) the Medical BenefitsPro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company, and (iv) the Equity Vesting Medical Benefits, . For purposes of this Section 8.(b) a Qualifying Termination shall not include the Company hiring a CFO to succeed Executive which Executive acknowledges and (v) any unpaid Annual Bonus for agrees is within the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”)Company’s sole right and discretion.
(i) The “Severance Amount” will be equal to:
(A) if such termination Qualifying Termination is within three (3) months prior to or twelve (12) months following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: eighteen (x18) current months’ Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination Qualifying Termination is not a Qualifying CIC Termination, one times the sum of Executive’s six (x6) current months’ Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, Executive’s target a prorated Annual Bonus for the year of termination, paid in a lump sum within 60 days after termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination; or
, calculated based on the greater of actual and target performance or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, Executive’s a prorated Annual Bonus earned in for the year of termination based on actual performance, paid at the period of time bonuses are paid to similarly situated employees elapsed from the start of the Company; in either case such amount will be prorated based on the number of days in the year up to and including applicable performance period through the Date of Termination and divided by 365Termination, calculated based on actual performance.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to (including the applicable cost of coverage) that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation ActAct of 1985) for for: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, two years eighteen (18) months following the Termination Date of Termination, or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, 18 twelve (12) months following the Termination DateDate of Termination. If this agreement Agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act of 2010 or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
(iv) [Reserved].
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in hereof. In addition, and solely in the case of a termination by Company willwithout Cause or by Executive for Good Reason that occurs after six months following Executive’s first day of employment, and further subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive will be entitled to receive the following paragraph, pay to Executive severance benefits: (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata BonusBonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits, Benefits and (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, following a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: 12 (xtwelve) current months’ Base Salary, and (y) target Annual Bonus, payable Salary then in a lump sum within 60 days after the Date of Terminationeffect; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s 12 (xtwelve) current months’ Base Salary, and (y) target Annual Bonus, payable Salary then in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Terminationeffect.
(ii) The “Pro Rata Bonus” will be equal to:
: (A) if such termination is a Qualifying CIC Termination, Executive’s target a prorated Annual Bonus for the year of termination, paid in a lump sum within 60 days after termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination; or
, calculated based on the greater of actual and target performance or (B) if such termination is not a Qualifying CIC Termination, Executive’s a prorated Annual Bonus earned in for the year of termination based on actual performance, paid at the period of time bonuses are paid to similarly situated employees elapsed from the start of the Company; in either case such amount will be prorated based on the number of days in the year up to and including applicable performance period through the Date of Termination Termination, calculated based on actual performance and divided by 365payable at the end of the performance period. For the avoidance of doubt, actual performance referred to herein shall be calculated on a basis comparable to the Company’s other Named Executive Officers for the same period.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to (including the applicable cost of coverage) that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for for: (A) if such termination is a Qualifying CIC Termination, two years twelve (12) months following the Date of Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 twelve (12) months following the Termination DateDate of Termination. If this agreement Agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a7(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata BonusBonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits, Benefits and (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement within three (3) months prior to or in connection with (and in each case subject to the consummation of which would result inof), or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two 2.5 times the sum of Executive’s: (x) current Base Salary, and (y) the target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one 1.5 times the sum of Executive’s (x) current Base Salary, and (y) target the Target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
to (A) if such termination is a Qualifying CIC Termination, the greater of Executive’s target Annual Bonus for or the Annual Bonus earned in the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
termination based on actual performance or (B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on multiplied by the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may shall be provided upon Executive’s election and continued qualification for such Medical Benefits pursuant to the Consolidated Omnibus Budget Reconciliation ActAct (“COBRA”)) for (A) if such termination is a Qualifying CIC Termination, two years for so long as Executive qualifies for COBRA continuation Medical Benefits following the Termination Date of Termination, up to two years, or (B) if such termination is not a Qualifying CIC Termination, 18 months one year following the Termination DateDate of Termination. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive :
(i) the Severance AmountCompany shall pay to the Executive his Base Salary, (ii) unused vacation pay accrued or prorated through the Pro Rata BonusDate of Termination, (iii) any Performance Bonus and/or Exceptional Performance Bonus earned for the Medical Benefits, (iv) year prior to the Equity Vesting Benefitsyear of termination but not yet paid, and (v) any unpaid Annual a pro-rated Performance Bonus and pro-rated Exceptional Performance Bonus for the year preceding the year of termination if (as calculated below), and shall reimburse the relevant measurement period Executive pursuant to Section 5(e) for such bonus concluded reasonable business expenses incurred but not paid prior to the Date such termination of Termination employment (the together, “Unpaid Prior Year BonusFinal Compensation”).
(i) . The “Severance Amount” will Base Salary and vacation components of Final Compensation shall be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable paid in a lump sum on or about the Date of Termination, within the time periods required by the laws of the state of California. Any unpaid prior-year Performance Bonus and/or Exceptional Performance Bonus components of Final Compensation, if any, shall be paid at such time or times as annual bonuses are paid generally to the Company’s senior executives (but in no event later than March 15th of the year following that in which such bonus was earned). The pro-rated Performance Bonus and pro-rated Exceptional Performance Bonus components of Final Compensation, if any, shall be calculated by multiplying the Performance and Exceptional Performance Bonuses (if any) paid to the Executive (or still owed to the Executive) for the first full calendar year prior to the year in which such termination occurs (or if such termination occurs in a year, the full year prior to which the Executive’s Performance and Exceptional Performance Bonuses were not determined entirely by reference to this Agreement (in accordance with Sections 5(c) and (d) above, respectively), then the greater of (A) the actual performance bonus and exceptional performance bonus earned by the Executive for such prior year and (B) $4,000,000) by a fraction, the numerator of which is the number of days during such year that the Executive was employed and the denominator of which is 365, and, subject to Section 8(e), including without limitation, Sections 8(e)(iii) and (iv), shall be paid as soon as practicable following the Date of Termination, but in no event later than 60 days after the Date of Termination; or;
(ii) provided the Executive signs, returns and does not revoke the Executive Release of Claims as set forth above, the Company shall pay to the Executive a lump-sum cash payment equal to the sum of the Executive’s then-current Base Salary plus the total Performance Bonus and Exceptional Performance Bonus amounts paid to the Executive (or still owed to the Executive) for the first full calendar year prior to the year in which such termination occurs (or if such termination occurs in a year, the full year prior to which the Executive’s Performance and Exceptional Performance Bonuses were not determined entirely by reference to this Agreement (in accordance with Sections 5(c) and (d) above, respectively), then the greater of (A) the actual performance bonus and exceptional performance bonus earned by the Executive for such prior year and (B) if such termination is not a Qualifying CIC $4,000,000), multiplied by the greater of (i) the number of full months remaining in the Employment Period as of the Date of Termination, one times the sum of Executive’s divided by 12, or (xii) current Base Salarythree, subject to Section 8(e), including, without limitation, Sections 8(e)(iii) and (y) target Annual Bonusiv), payable in equal installments over 12 months in accordance with such payment shall be made on the Company’s regular payroll procedures, commencing within 60 days 60th day after the Date of Termination.;
(iiiii) The provided the Executive signs, returns and does not revoke the Executive Release of Claims as set forth above, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for a period of three years (the “Pro Rata Bonus” will be equal to:
(ACoverage Period”) if such termination is a Qualifying CIC following the Date of Termination the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, Executive’s target Annual Bonus at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by the Executive for the year of termination, paid in a lump sum within 60 days after such benefits) as existed immediately prior to the Date of Termination; or
(B) provided, that if such termination is the Executive or his dependents cannot a Qualifying CIC Termination, Executive’s Annual Bonus earned continue to participate in the year Company plans and programs providing these benefits and/or if the plans providing these benefits cease to be provided through third-party insurance maintained by the Company or its Affiliates under applicable benefit plans in a manner that causes such healthcare benefits to be exempt from the application of termination based on actual performanceSection 409A under Treasury Regulation Section 1.409A-1(a)(5), paid at the time bonuses are paid to similarly situated employees Company shall reimburse the Executive for the cost actually incurred by the Executive of acquiring equivalent medical and hospitalization coverage outside of the Company; in either case ’s plans and programs, but only to the extent that such amount will be prorated based costs are substantiated by the Executive and verified by the Company (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the number date or dates the Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of days a subsequent employer. Subject to Section 8(e), including, without limitation, Section 8(e)(iii), any reimbursement payments made to the Executive to cover the cost of equivalent medical and hospitalization coverage outside of the Company’s plans and programs in accordance with the preceding sentence shall be made no later than the last day of the month following the month in which such cost was properly substantiated by the Executive in accordance with applicable Company policy, but in no event later than the last day of the calendar year up following that in which such cost was incurred. Notwithstanding anything to the contrary in this Section 8(a)(iii), the annual value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed $16,666.67 per year (the “Annual Cap”); accordingly, the Company’s obligation to provide the Continued Benefits for any given year of the Coverage Period shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents for such year reaches the Annual Cap, after which time the Executive shall be responsible for the full cost of the Continued Benefits for the remainder of such year; and
(iv) provided the Executive signs and including returns the Executive Release of Claims as set forth above, the Company shall accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Executive prior to the Date of Termination Termination, and divided by 365.
all such awards shall remain exercisable for the full life of such awards (iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant determined without regard to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such Executive’s termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executiveemployment).
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.the
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) notwithstanding anything to the contrary in the plan or award agreement pursuant to which the Executive’s equity awards have been granted, the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination..
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) notwithstanding anything to the contrary in the plan or award agreement pursuant to which the Executive’s equity awards have been granted, the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two three times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination..
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) notwithstanding anything to the contrary in the plan or award agreement pursuant to which the Executive’s equity awards have been granted, the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination..
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a4(a) hereof and, in addition, the Company will, subject to the following paragraphparagraph relating to the effectiveness and irrevocability of the Release (as defined below), pay to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata BonusBonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits, and (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement within three (3) months prior to or in connection with (and in each case subject to the consummation of which would result inof), or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two 2.5 times the sum of Executive’s’s then current: (x) current Base Salaryannual base salary (unless a diminution in base salary was the basis for a termination with Good Reason, in which case it shall be the base salary just prior to any such diminution), and (y) target Annual Bonusshort-term annual incentive bonus (unless a diminution in target short-term annual incentive bonus was the basis for a termination with Good Reason, payable in a lump sum within 60 days after which case the Date of Terminationtarget short-term annual incentive bonus shall be calculated based on target short-term annual incentive bonus just prior to any such diminution); or
(B) if such termination is not a Qualifying CIC Termination, one 1.5 times the sum of Executive’s then current (x) current Base Salaryannual base salary (unless a diminution in base salary was the basis for a termination with Good Reason, in which case it shall be the base salary just prior to any such diminution), and (y) target Annual Bonusshort-term annual incentive bonus (unless a diminution in target short-term annual incentive bonus was the basis for a termination with Good Reason, payable in equal installments over 12 months in accordance with which case the Company’s regular payroll procedures, commencing within 60 days after the Date of Terminationtarget short-term annual incentive bonus shall be calculated based on target short-term annual incentive bonus just prior to any such diminution).
(ii) The “Pro Rata Bonus” will be equal to:
to (A) if such termination is a Qualifying CIC Termination, the greater of Executive’s target Annual Bonus for short-term annual incentive bonus or the short-term annual incentive bonus earned in the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
termination based on actual performance or (B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus short-term annual incentive bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on multiplied by the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may shall be provided upon Executive’s election and continued qualification for such Medical Benefits pursuant to the Consolidated Omnibus Budget Reconciliation ActAct (“COBRA”)) for (A) if such termination is a Qualifying CIC Termination, two years for so long as Executive qualifies for COBRA continuation Medical Benefits following the Termination Date of Termination, up to two years, or (B) if such termination is not a Qualifying CIC Termination, 18 months one year following the Termination DateDate of Termination. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in hereof. In addition, and solely in the case of a termination by Company willwithout Cause or by Executive for Good Reason (a “Qualifying Termination”), and further subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive will be entitled to receive the following paragraph, pay to Executive severance benefits: (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonusany unpaid bonus relating to performance periods that have ended on or before Executive’s termination of employment, (iii) the Medical BenefitsPro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company, (iv) the Equity Vesting Benefits, Medical Benefits and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”)Equity Vesting Benefits.
(i) The “Severance Amount” will be equal to:
(A) if such termination Qualifying Termination is within three (3) months prior to or twelve (12) months following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: eighteen (x18) current months’ Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination Qualifying Termination is not a Qualifying CIC Termination, one times the sum of Executive’s twelve (x12) current months’ Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, Executive’s target a prorated Annual Bonus for the year of termination, paid in a lump sum within 60 days after termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination; or
, calculated based on the greater of actual and target performance or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, Executive’s a prorated Annual Bonus earned in for the year of termination based on actual performance, paid at the period of time bonuses are paid to similarly situated employees elapsed from the start of the Company; in either case such amount will be prorated based on the number of days in the year up to and including applicable performance period through the Date of Termination and divided by 365Termination, calculated based on actual performance.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to (including the applicable cost of coverage) that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation ActAct of 1985) for for: (A) if such termination Qualifying Termination is a Qualifying CIC Termination, two years eighteen (18) months following the Termination Date of Termination, or (B) if such termination Qualifying Termination is not a Qualifying CIC Termination, 18 twelve (12) months following the Termination DateDate of Termination. If this agreement Agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act of 2010 or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) notwithstanding anything to the contrary in the plan or award agreement pursuant to which the Executive’s equity awards have been granted, the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).
(i) The “Severance Amount” will be equal to:
(A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination.
(ii) The “Pro Rata Bonus” will be equal to:
(A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or
(B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
(iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
Appears in 1 contract
