Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 10 contracts
Samples: Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateearliest date such payment can be made pursuant to Section 13 of this Agreement;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andearliest date such payment can be made pursuant to Section 13 of this Agreement;
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amendedamended (the “Code”); and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.;
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesshares and fifty percent (50%) of the Employee’s then unvested restricted stock units (RSUs) shall immediately vest; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 10 contracts
Samples: Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts:
(i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount;
(3) the Executive's vested benefits as of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985Company's benefit, as amended retirement, incentive and other plans;
(“COBRA”), within 4) the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until pay the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty Executive one hundred percent (50100%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have Base Salary for twelve (12) months following the Termination Date Date, payable in accordance with the Company's customary policies. The continued payment of the Base Salary hereunder shall be terminated if the Executive is found to exercise have violated any of the covenants set forth in Section 12 herein;
(5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date;
(6) the Company shall maintain in full force and effect for the continued benefit of the Executive, for a one-year period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such vested shares; provided, however, that in medical plans and programs. In the event of a conflict between that the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) Executive's participation in any such stock option agreement plan or program is barred, the Company shall be more favorable arrange to Employee in provide the Executive, on an after-tax basis, with benefits substantially similar to those which case the provision(sExecutive was otherwise entitled to receive under such plans and programs for such one-year period; and
(7) more favorable expenses for outplacement services up to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve a maximum amount of ten thousand dollars (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement$10,000).
Appears in 7 contracts
Samples: Employment Agreement (Too Inc), Employment Agreement (Too Inc), Employment Agreement (Too Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below:
(ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination with respect to the Severance Period;
(b) Company health benefits coverage then in effecteffect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to an eighteen-month period commencing on the first date of the Severance Period; and
(c) a bonus, payable within 30 days of the Company’s receipt of a Release, equal to the product of (i) sixty percent (60%) of Employee’s annualized base salary as of the date on which the which termination of Employee’s services occurs, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed during the then-current calendar year and the denominator of which is 365. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation or bonus amount otherwise payable to the Employee under this Section 7.4 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)); and (B) any base salary and bonus amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary and bonus are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.
Appears in 6 contracts
Samples: Employment Agreement (Altair Nanotechnologies Inc), Employment Agreement (Altair Nanotechnologies Inc), Employment Agreement (Altair Nanotechnologies Inc)
Termination by Company Without Cause. The Company may terminate Employee’s your employment without Cause upon thirty (30) days by giving you 30 days’ advance written notice to Employee. If Employee’s employment with of such termination; provided, however, the Company is terminated by may elect to restrict your access to the Company’s offices, employees, customers, suppliers, properties, and Confidential Information during the 30-day notice period. In the event of a termination without Cause hereunder, the Company’s sole obligation shall be to pay, maintain or reimburse you the items enumerated in (i) to (iii) below, which obligation shall be effective only upon your prior execution and delivery to the Company without Causeof a release (and the expiration of any period during which you could lawfully revoke or rescind such release) of any and all claims by you against the Company and its officers, directors, employees, subsidiaries and Employee signs and does not revoke a Releaseaffiliates, then Employee shall be entitled except for claims based on the Company’s failure to pay or provide to you the followingitems enumerated below:
(i) The Company will pay you the earned but unpaid portion of your Basic Salary and any earned bonus for a one-time “lump sum” payment bonus period that was completed prior to the date of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;termination of your employment.
(ii) a one-time The Company will continue to pay you your Basic Salary for an additional 12 months after the date of termination of your employment (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that minus (A) any deductions required by law for taxes or otherwise, and (B) 50% of your Basic Salary if you become employed or self-employed during the Employee constitutes a qualified beneficiarySeverance Period. You agree to immediately inform the Company if you accept employment or begin self-employment during the Severance Period so that the Company can make the appropriate deductions. Any such payments will immediately end if (A) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 and/or 7 hereof; or (B) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 4980B(g)(18(b), to terminate your employment;
(iii) The Company will pay you a Pro-Rated Bonus (as defined below) if you are eligible under a bonus plan which is based on the financial performance of the Internal Revenue Code Company and which is in effect at the time of 1986your termination but which provides that you must be employed beyond the date of your termination to earn the bonus. Such Pro-Rated Bonus, as amended; if any, will be paid at the same time and (B) Employee elects continuation coverage pursuant in the same form that other similarly situated Company employees are paid under the same bonus plan, except that your payment will be ratably reduced to reflect that you did not remain employed during the entire bonus period. The “Pro-Rated Bonus” means the bonus that would have been payable to you had you remained employed by the Company throughout the bonus period and based on the actual performance of the Company for the entire bonus period, pro-rated by multiplying such amount by a fraction, the numerator of which is the number of days during the bonus period which occurred prior to the Consolidated Omnibus Budget Reconciliation Act date of 1985your termination of employment, as amended and the denominator of which is the number of days in the bonus period (“COBRA”e.g., 365 days for an annual bonus plan, 182.5 days for a semi-annual bonus plan, etc.), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with CompanyPro-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRARated Bonus will not include any amount for a bonus plan, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, howeverif any, that in is based on individual performance criteria or financial performance criteria other than the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany’s overall financial performance.
Appears in 5 contracts
Samples: Employment Agreement (Rocky Brands, Inc.), Employment Agreement (Rocky Brands, Inc.), Employment Agreement (Rocky Brands, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days by delivering written notice to Employee. the Executive at least forty-five (45) days prior to the effective date of such termination.
(i) If Employeethe Executive’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasethen, then Employee shall be entitled subject to the following:
terms and conditions set forth in this Section 5(e)(i), the Executive shall receive a payment equal to one (i1) a one-time “lump sum” times the Executive’s then current annual Total Cash Compensation as severance pay. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of severance pay (less COBRA premiums is permitted under applicable withholding taxes) in an amount equal to Employee’s annual base salarylaws and regulations, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage pay the COBRA premiums until the earlier of (yA) such time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date Employee is no longer eligible to receive continuation coverage of his termination. For purposes of determining severance pursuant to COBRAthis Section 5(e)(i), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year.
(ii) In addition to the Executive’s severance calculated in accordance with Section 5(e)(i), the vesting period shall be accelerated for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Company, Motient or their respective affiliates (zcollectively, the “Award Shares”) that were previously awarded to Executive pursuant to any Plan, and any unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment.
(iii) The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) months from month period subsequent to his termination pursuant to this Section 5(e). Furthermore, the Termination Dateobligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties.
(iv) Fifty percent The severance pay, COBRA premium payment and accelerated vesting of Award Shares to be provided under this Section 5(e) are referred to herein collectively as the “Termination Compensation.” The Executive shall not be entitled to any Termination Compensation unless (50%i) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option agreement Confidentiality Agreement by which the Executive is bound, and (ii) the Executive executes and delivers to the Company after a notice of termination, a mutual release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the terms and conditions Company’s obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of this Agreement shall prevail unless his employment. Notwithstanding anything herein to the conflicting provision(s) in any such stock option agreement contrary, no Termination Compensation shall be more favorable paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to Employee be provided under this Section 5(e)(iv) is to be provided in which case part in consideration for the provision(sabove-specified release.
(v) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified The Termination Compensation described in this Section 6(b)(iv5(e) modify is intended to supersede any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.
Appears in 5 contracts
Samples: Employment Agreement (Motient Corp), Employment Agreement (Motient Corp), Employment Agreement (Motient Corp)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and;
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.;
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesshares and fifty percent (50%) of the Employee’s then unvested restricted stock units (RSUs) shall immediately vest; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 5 contracts
Samples: Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days by delivering written notice to Employee. the Executive at least forty-five (45) days prior to the effective date of such termination.
(i) If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, then, subject to the terms and Employee signs and does not revoke a Releaseconditions set forth in this Section 5(e), then Employee the Executive shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in receive an aggregate amount equal to Employeeone (1) times the Executive’s then current annual base salary, Total Cash Compensation as then in effect, to severance pay. This severance pay shall be paid in accordance substantially equal monthly installments (or such other frequency consistent with the Company’s normal payroll policies practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the CompanyExecutive’s first regular payroll date following employment is terminated by the Termination Date;
(ii) a one-time “lump sum” Company without Cause, except as otherwise provided in this Agreement. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of severance pay (less COBRA premiums is permitted under applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus ratelaws and regulations, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage pay the COBRA premiums until the earlier of (yA) such time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date Employee is no longer eligible of his termination. For purposes of determining severance pursuant to this Section 5(e)(i), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination, and the full Target Annual Bonus for the relevant year. Further, the Executive shall be entitled to receive continuation coverage any Accrued Current Compensation, and to be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination.
(ii) In addition to the Executive’s severance calculated in accordance with Section 5(e)(i), if the Executive's employment is terminated by the Company without Cause, the vesting period shall be accelerated for all of Executive’s unvested options, shares of restricted stock, or other rights to purchase equity securities of the Company (collectively, the “Award Shares”) awarded to Executive pursuant to COBRAany Plan, or such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment.
(ziii) The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) months from month period subsequent to his termination pursuant to this Section 5(e). Furthermore, the Termination Dateobligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties.
(iv) Fifty percent The severance pay, COBRA premium payment and accelerated vesting of Award Shares to be provided under this Section 5(e) are referred to herein collectively as the “Termination Compensation.” The Executive shall not be entitled to any Termination Compensation unless (50%i) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option agreement Confidentiality Agreement by which the Executive is bound, and (ii) the Executive executes and delivers to the Company after a notice of termination and on or before the last date on which the severance pay is scheduled to commence, a mutual release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the terms and conditions Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of this Agreement shall prevail unless his employment. Notwithstanding anything herein to the conflicting provision(s) in any such stock option agreement contrary, no Termination Compensation shall be more favorable paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to Employee be provided under this Section 5(e)(iv) is to be provided in which case part in consideration for the provision(sabove-specified release.
(v) more favorable to Employee shall govern; Except as otherwise provided furtherunder Section 11, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified Termination Compensation described in this Section 6(b)(iv5(e) modify is intended to supersede any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.
Appears in 5 contracts
Samples: Employment Agreement (Terrestar Corp), Employment Agreement (Terrestar Corp), Employment Agreement (Terrestar Corp)
Termination by Company Without Cause. The Where the Company may terminate Employeeterminates Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does Executive’s employment is not revoke a Releaseterminated due to death or Disability (as defined below), then Employee shall Executive will be entitled eligible to the following:
receive: (i) a one-time “lump sum” continued payment of severance pay Base Salary for twelve (less applicable withholding taxes12) in an amount equal months (“Severance Period”) according to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s first regular payroll date following obligation to pay the Termination Date;
COBRA Premium shall cease immediately if: (iix) a one-time “lump sum” payment the Company determines that it cannot pay the COBRA Premium on behalf of severance pay Executive without violating applicable law (less applicable withholding taxesincluding, without limitation, Section 2716 of the Public Health Services Act), (y) in an amount equal to 100% of EmployeeExecutive or Executive’s annual bonus rate, as then in effect, eligible dependents cease to be paid in accordance with eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s normal payroll policies no later than Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company’s first regular payroll date following Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Termination Date; and
(iii) Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the same level Severance Payments, if and to the extent necessary to limit or fix any violation of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1105(h) of the Internal Revenue Code of 1986, as amended; , and applicable guidance promulgated thereunder (Bthe “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) Employee elects continuation coverage pursuant to is conditioned on Executive having first signed a release agreement in the Consolidated Omnibus Budget Reconciliation Act form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of 1985Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as amended (“COBRA”such term is defined in Section 4(i), within the time period prescribed pursuant to COBRA). The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) All other obligations of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of Company under this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcease.
Appears in 4 contracts
Samples: Executive Employment Agreement (Calyxt, Inc.), Executive Employment Agreement (Cibus Global, Ltd.), Executive Employment Agreement (Cibus Global, Ltd.)
Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts:
(i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount;
(3) the Executive's vested benefits as of severance the Termination Date pursuant to the Company's benefit, retirement, incentive and other plans;
(4) the Company shall continue to pay the Executive one hundred percent (less applicable withholding taxes100%) in an amount equal to 100% of Employee’s annual bonus ratethe Base Salary for eighteen (18) months following the Termination Date, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than 's customary policies. The continued payment of the Company’s first regular payroll date following Base Salary hereunder shall be terminated if the Executive is found to have violated any of the covenants set forth in Section 12 herein;
(5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date; and;
(iii6) the same level of health (i.e., medical, vision Company shall maintain in full force and dental) coverage and benefits as in effect for the Employee on continued benefit of the day immediately preceding Executive, for an eighteen (18) month period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such medical plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive, on an after-tax basis, with benefits substantially similar to those which the Executive was otherwise entitled to receive under such plans and programs for such one-year period;
(7) the Company shall accelerate the vesting, by twelve (12) additional months, of all unvested stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits and all such benefits shall thereafter be treated as vested benefits pursuant to the respective benefit plan; provided, however, that (A) notwithstanding the Employee constitutes a qualified beneficiaryforegoing, as defined in Section 4980B(g)(1) the acceleration of vesting under this provision shall not apply to any stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits where such options, stock, rights, compensation or similar plan benefits were by the Internal Revenue Code terms of 1986, as amended; and (B) Employee elects continuation coverage pursuant grant thereof or their respective benefit plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the one time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, cliff vesting two or (z) twelve (12) months more years from the Termination Date.grant or issuance thereof; and
(iv) Fifty percent 8) expenses for outplacement services up to a maximum amount of ten thousand dollars (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement$10,000).
Appears in 4 contracts
Samples: Employment Agreement (Too Inc), Employment Agreement (Too Inc), Employment Agreement (Too Inc)
Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(f) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health coverage until the earlier of (y) the date Employee is no longer eligible to receive insurance continuation coverage pursuant under COBRA for the Executive and the Executive’s eligible family to COBRA, the extent the Executive elects COBRA coverage (or (z) twelve (12) months from continue to contribute the Termination Date.
(iv) Fifty percent (50%) employer portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following premium normally paid by the Termination Date to exercise such vested shares; providedCompany for its current employees), however, that in the event of for a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Severance Period which shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred eighty days from the earlier to occur of the date (i) notice of termination is given pursuant to this paragraph 5(f) or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the Six (6) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (15th) day of each month in the Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(f) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such stock option agreementbenefits as may be required to be extended under applicable state or Federal law.
Appears in 4 contracts
Samples: Employment Agreement (Advance Nanotech, Inc.), Employment Agreement (Advance Nanotech, Inc.), Employment Agreement (Advance Nanotech, Inc.)
Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following:
(i) a one-time continued base salary for twelve (12) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period; and (ziii) twelve Executive shall become fully vested in the Grant or any Options. (12) months from together, the “Termination DateCompensation”). The Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii).
(ivii) Fifty percent Executive shall not be entitled to Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance reasonably acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Termination Compensation, as applicable, (2) Executive must repay any portion of the Termination Compensation, as applicable, already paid to him, to the extent permitted by law, and conditions of (3) the Company may take any such stock option agreement and this Agreementadditional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.
Appears in 4 contracts
Samples: Executive Employment Agreement (HNR Acquisition Corp.), Executive Employment Agreement (HNR Acquisition Corp.), Executive Employment Agreement (HNR Acquisition Corp.)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty If the Employment Period terminates for a reason set forth in clause (30i) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the followingof Section 4:
(i) a one-time “lump sum” payment the Company shall pay to the Executive (A) all Base Compensation otherwise payable through the Termination Date, (B) vacation pay accrued through the Termination Date and (C) reimbursement of severance expenses incurred through the Termination Date, in each case to the extent not theretofore paid;
(ii) the Company shall pay (less applicable withholding taxes) to the Executive the amount of the target bonus otherwise payable for the year in an amount equal which the Termination Date occurs, prorated to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(iiiii) the Company shall pay to the Executive a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an sum cash amount equal to 100% the greater of Employee’s annual (A) the sum of the Executive's Base Compensation and target bonus ratefor the year in which the Termination Date occurs, multiplied by the number of whole and/or fractional years remaining under the term of the Employment Period (as in effect under Section 1 without regard to the early termination thereof under Section 4) and (B) one and one-half times the sum of the Executive's Base Compensation and target bonus for the year in which the Termination Date occurs;
(iv) the Company shall provide the Executive with continued coverage, or substantially equivalent coverage, during the period represented by the amount of the lump sum payment under clause (iii) (i.e., one and one-half years or the remaining term of the Employment Period, as then in effectthe case may be) under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance, and executive insurance programs) unless the Executive becomes covered under similar plans or arrangements maintained by a subsequent employer; provided that if the Company is unable to be paid in accordance with provide such continued coverage or substantially similar coverage, the Company’s normal payroll policies no later than Company shall pay the Company’s first regular payroll date following Executive a lump sum cash amount equal to the Termination Datepresent value of such benefits; and
(iiiv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Company shall provide to the Executive outplacement services appropriate for the Employee on Executive in accordance with industry standards (the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) cost of which shall not exceed 15% of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”Executive's Base Compensation), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 4 contracts
Samples: Employment Agreement (Zenith Electronics Corp), Employment Agreement (Zenith Electronics Corp), Employment Agreement (Zenith Electronics Corp)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by without Cause during the Company without CauseEmployment Term, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 8, Employee shall be entitled to (unless such termination occurs under the Change of Control circumstances described in Section 6, in which case Employee shall be entitled to the following:payments and benefits described in such Section 6):
(i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in an amount equal to two (2) times the sum of Employee’s annual base salaryBase Salary and 100% of his bonus (based upon the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), as then in effect, such amount to be paid in a single lump sum in accordance with the Company’s normal payroll policies no later than for the Company’s first regular payroll date following the Termination Datepayment of Base Salary;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s Termination Date; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve twenty-four (1224) months from the Termination Date.. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (ii), it is intended that Employee and his family be entitled to such benefits;
(iii) A pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a cash lump sum within 10 (ten) business days following Employee’s Termination Date;
(iv) Fifty One hundred percent (50100%) of the Employee’s then unvested stock options Equity Awards shall immediately vest (and any payments in respect of restricted stock units or cash attributable to the value of stock shall be made no later than ten (10) business days after the Termination Date) and, as applicable, become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such all vested sharesEquity Awards in the nature of stock options or similar rights; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement the Equity Plans and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Equity Plans shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv5(b)(iv) modify or extend the Expiration Date expiration date of any stock option Equity Award as set forth in such stock option agreement.the applicable Equity Plan; and
Appears in 3 contracts
Samples: Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment employment, without Cause upon thirty (30as defined in Sections 5(a) days written notice to Employee. If Employee’s employment with the in which case Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to pay Executive the following, less withholdings required by law:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal all accrued but unpaid Base Salary to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance all accrued but unpaid vacation pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and;
(iii) payment equal to the same previous 2 years’ bonuses paid to Executive, plus a prorated portion of any bonus for the year of Executive’s termination in an amount as provided under the Company’s Bonus Plan assuming a payment at the highest level of health (i.e.participation of the Target Percentage. If a bonus payment was not paid to Executive in any of those previous 2 years, medical, vision and dental) coverage and benefits as in effect for the Employee this amount will be calculated on the day immediately preceding assumption that the Termination Date; provided, however, that bonus paid for any unpaid year was paid in full based upon Executive’s participation level in the bonus plan;
(Aiv) a severance amount equal to 24 months of Base Salary;
(v) if the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; Executive timely and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant company shall reimburse Executive for the monthly premiums associated with continuation of Executive and his dependents’ insurance coverage. Such reimbursement shall be paid to COBRAthe Executive on the 3rd day of the month immediately following the month in which the Executive timely remits the premium payment. The Company Executive shall continue be eligible to provide Employee with Company-paid health coverage receive such reimbursement until the earlier earliest of (x) the 18 month anniversary of the Termination Date; (y) the date Employee the Executive is no longer eligible to receive COBRA continuation coverage pursuant to COBRA, or coverage; and (z) twelve the date on which the Executive becomes eligible to receive substantially similar coverage from another employer; and
(12vi) months from Notwithstanding any provision of any restricted stock agreement that might otherwise be to the contrary, immediate acceleration of all restricted stock awards under the Company’s 2012 Stock Compensation Plan and 2013 Long-Term Incentive Plan, such that all restricted stock awards which have not already vested, shall immediately vest as of the Termination Date.
. Prior to, and as a condition to, receiving the payments in this Section 5(d), Executive agrees to execute a full and final release in favor of Company, in a form satisfactory to Company. The above amounts will be paid in a single lump sum not later than fifty two (iv52) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following days after the Termination Date subject to exercise such vested shares; provided, however, that in the event fulfillment of the provision of a conflict between full and final release no later than the terms end of such 52-day period, and conditions shall not be subject to the requirement of mitigation, nor reduced by any actual mitigation by Executive. The right to receive any of the above payments shall be forfeited if the required full and final release has not been received before the end of the 52-day period. The payments referred to in Section 5(d) are inclusive of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall termination and/or severance payments that may be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementrequired under applicable law.
Appears in 3 contracts
Samples: Executive Employment Agreement (SAExploration Holdings, Inc.), Executive Employment Agreement (SAExploration Holdings, Inc.), Executive Employment Agreement (SAExploration Holdings, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s your employment without Cause upon thirty (30) days by giving you 30 days’ advance written notice to Employee. If Employee’s employment with of such termination; provided, however, the Company is terminated by may elect to restrict your access to the Company’s offices, employees, customers, suppliers, properties, and Confidential Information during the 30-day notice period. In the event of a termination without Cause hereunder, the Company’s sole obligation shall be to pay, maintain or reimburse you the items enumerated in (i) to (iii) below, which obligation shall be effective only upon your prior execution and delivery to the Company without Causeof a release (and the expiration of any period during which you could lawfully revoke or rescind such release) of any and all claims by you against the Company and its officers, directors, employees, subsidiaries and Employee signs and does not revoke a Releaseaffiliates, then Employee shall be entitled except for claims based on the Company’s failure to pay or provide to you the followingitems enumerated below:
(i) The Company will pay you the earned but unpaid portion of your Basic Salary and any earned bonus for a one-time “lump sum” payment bonus period that was completed prior to the date of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;termination of your employment.
(ii) a one-time The Company will continue to pay you your Basic Salary for an additional six months after the date of termination of your employment (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that minus (A) any deductions required by law for taxes or otherwise, and (B) 50% of your Basic Salary if you become employed or self-employed during the Employee constitutes a qualified beneficiarySeverance Period. You agree to immediately inform the Company if you accept employment or begin self-employment during the Severance Period so that the Company can make the appropriate deductions. Any such payments will immediately end if (A) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 and/or 7 hereof; or (B) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 4980B(g)(18(b), to terminate your employment;
(iii) The Company will pay you a Pro-Rated Bonus (as defined below) if you are eligible under a bonus plan which is based on the financial performance of the Internal Revenue Code Company and which is in effect at the time of 1986your termination but which provides that you must be employed beyond the date of your termination to earn the bonus. Such Pro-Rated Bonus, as amended; if any, will be paid at the same time and (B) Employee elects continuation coverage pursuant in the same form that other similarly situated Company employees are paid under the same bonus plan, except that your payment will be ratably reduced to reflect that you did not remain employed during the entire bonus period. The “Pro-Rated Bonus” means the bonus that would have been payable to you had you remained employed by the Company throughout the bonus period and based on the actual performance of the Company for the entire bonus period, pro-rated by multiplying such amount by a fraction, the numerator of which is the number of days during the bonus period which occurred prior to the Consolidated Omnibus Budget Reconciliation Act date of 1985your termination of employment, as amended and the denominator of which is the number of days in the bonus period (“COBRA”e.g., 365 days for an annual bonus plan, 182.5 days for a semi-annual bonus plan, etc.), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with CompanyPro-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRARated Bonus will not include any amount for a bonus plan, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, howeverif any, that in is based on individual performance criteria or financial performance criteria other than the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany’s overall financial performance.
Appears in 3 contracts
Samples: Employment Agreement (Rocky Brands, Inc.), Employment Agreement (Rocky Brands, Inc.), Employment Agreement (Rocky Brands, Inc.)
Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period,
(i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employeethe Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over 12 months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for 12 months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.
Appears in 3 contracts
Samples: Executive Retention Agreement (Anika Therapeutics, Inc.), Executive Retention Agreement (Anika Therapeutics, Inc.), Executive Retention Agreement (Anika Therapeutics, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without cause. If EmployeeSubject to the limitations imposed by Internal Revenue Code Section 409A (to the extent they are applicable), if the Executive’s employment with the Company is terminated by the Company without Causecause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salary, as then in effect, salary for a period of twelve (12) months following the effective date of his termination (the “Severance Period”); said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly;
(ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period;
(less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period;
(iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment;
(v) During the Severance Period, the Executive shall continue to be paid receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date, including but not limited to adverse consequences under Internal Revenue Code Section 409A; and
(iiivi) With respect to any Equity Award in which the same level Executive has vested as of health the effective date of his termination (i.e.including but not limited to stock options, medicalrestricted stock or similar equity interests awarded to the Executive, vision and dentalor equity awards granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) coverage and benefits as in effect (the “Equity Awards”) all such Equity Awards will become immediately exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested stock options shall immediately vest termination or the latest date that does not give rise to an additional tax under Internal Revenue Code Section 409A. The base salary, annual bonus, contribution towards health care continuation coverage, life and become exercisable disability insurance premiums, Equity Awards exercise period extensions and Employee shall have twelve (12) months following the Termination Date other fringe benefits, including but not limited to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and those on Exhibit X to this Agreement, that the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Executive shall be more favorable eligible to Employee receive during the Severance Period shall be referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company after a notice of termination a release in form and substance acceptable to the Company by which case the provision(s) more favorable Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to Employee the Severance Compensation, which release shall govern; not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. The parties hereto acknowledge that the Severance Compensation to be provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in under this Section 6(b)(iv5(e) modify or extend is to be provided in consideration for the Expiration Date of any stock option as set forth in such stock option agreementabove-specified release.
Appears in 3 contracts
Samples: Employment Agreement (Dollar Financial Corp), Employment Agreement (Dollar Financial Corp), Employment Agreement (Dollar Financial Corp)
Termination by Company Without Cause. The Company may Board may, by written notice to the Employee, immediately terminate the Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without under this Agreement at any time and for any reason other than his Disability or for Cause, and Employee signs and does not revoke a Release, then in which event the Employee shall be entitled to receive the following:following compensation and benefits (unless such termination occurs during the Protected Period, in which event the compensation and benefits provided for in Section 10 hereof shall apply):
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual all unpaid base salary, bonus amounts, and benefits that have accrued through the date of termination of employee; and
(ii) provided that the Employee has complied in all respects, from the Effective Date through and including each Payment Date, with his obligations hereunder: (A) the continuation of salary, at the rate provided pursuant to Section 3 hereof (as then adjusted to date), from the date of termination of employment through the expiration date of the Term (the “Expiration Date”), plus, in effectthe event such termination occurs after the second anniversary of the Effective Date, said salary for an additional 12-month period; and (B) continued participation through the Expiration Date in the life insurance programs in which the Employee would have been eligible to participate through the Expiration Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment to the extent the Employee continues to qualify for participation therein after such termination; provided that in the event the Employment does not continue to qualify for participation in any such program, the Company shall reimburse the Employee for the cost to the Employee of obtaining substantially similar benefits on his own. Severance payments due pursuant to item (ii)(A) of this paragraph (d) shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-practices for its salaried employees from time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as time in effect for and shall terminate at such time as the Employee on obtains employment with another financial institution comparable in nature to his employment at the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within Company at the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Datetermination.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 3 contracts
Samples: Employment Agreement (Madison Bancorp Inc), Employment Agreement (Madison Bancorp Inc), Employment Agreement (Madison Bancorp Inc)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause upon thirty (30) days by giving written notice to EmployeeExecutive designating an immediate or future Termination Date. If EmployeeExecutive’s voluntary resignation of employment with the Company is terminated due to a material diminution of Executive’s position, authority, duties or responsibilities or due to any material breach by the Company of this Agreement shall be treated as a termination by Company without Cause; provided that, (a) such voluntary resignation occurs within 65 days following the initial occurrence of such event, (b) Executive provided written notice of such event to the Board and the Chief Executive Officer within 30 days of such event, and (c) the Company failed to cure such event or breach within 30 days of receipt of such written notice from Executive. It shall not be considered a material diminution of Executive’s authority, duties or responsibilities to the extent such authority, duties or responsibilities are changed in accordance with Section 1.2. For purposes of this Agreement, delivery of a notice of non-renewal of the Employment Term by the Company will be considered a termination without Cause effective as of the date that the Employment Term expires as a result of the notice of non-renewal. In the event of a termination without Cause during the Employment Term, Executive shall be eligible to receive the benefits described in Sections 3.3(a) and (b), below (collectively, “Severance Pay”), subject to the requirements set forth in Section 3.6 and Section 3.7. The period over which the amounts in Section 3.3(a)(i) or (a)(ii), as applicable, are payable is referred to as the “Severance Period.”
(a) If Executive is terminated without Cause, the Company will provide the following compensation and Employee signs and does not revoke a Release, then Employee shall be entitled benefits to the followingExecutive:
(i) a one-time “lump sum” A payment equal to 24 months of severance pay (the Executive’s then current Base Salary, less applicable withholding taxes) in an withholdings. This amount equal to Employee’s annual base salary, as then in effect, to will be paid in accordance with equal installments on each regularly scheduled payroll pay date during the Company’s normal payroll policies no later than the Company’s first regular payroll date following 24 month period that begins on the Termination Date;, subject to Section 3.6.
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of EmployeeThe prior fiscal year’s annual bonus rate, as then payable 100% in effect, to cash and the Supplemental Savings Plan benefits earned through the Termination Date. Such amount will be paid in accordance with equal installments on each regularly scheduled payroll pay date for the Company’s normal payroll policies remainder of the Severance Period, beginning on the date when all other Company executives receive such payments, but in no event later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) March 15 of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from year following the Termination Date.
(iviii) Fifty percent Subject to the terms and conditions described herein, the Company will continue to provide Executive (50%) and his spouse and eligible dependents, to the extent they have been provided with coverage on the date immediately prior to the Termination Date and otherwise continue to be eligible for coverage under the terms of the Employee’s then unvested stock options shall immediately vest applicable governing documents) with group medical and become exercisable and Employee shall have twelve (12) dental, for 24 months following the Termination Date. During this 24 month period, the Company will reduce Executive’s cash Severance Pay by his share of the cost of these benefits, which shall be equal to the cost of such benefits for similarly situated employees of the Company. After this 24 month period, Executive (and his spouse and eligible dependents, as applicable) will be eligible for continuation coverage under COBRA or other similar state statute. Notwithstanding the foregoing, the Company may find alternate medical and dental plan coverage if, by law or other restrictions outside the control of the Company, continued coverage under the Company’s health plans is not permitted.
(iv) The Company will pay for and provide to Executive outplacement services with an outplacement firm of Executive’s choosing, provided that the Company shall not be responsible to pay for such services to the extent such services (aa) exceed $15,000 or (bb) are provided more than one year following the Release Effective Date to exercise such vested shares; provided(as defined below).
(b) If Executive is terminated without Cause, howeverExecutive will receive full vesting credit for any outstanding unvested equity awards. Except as otherwise provided under law, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, or the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee employee benefit plans in which case Executive participates, Executive shall not be entitled to receive any additional compensation or benefits from the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding Company after the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementTermination Date.
Appears in 3 contracts
Samples: Employment Agreement (Great Lakes Dredge & Dock CORP), Employment Agreement (Great Lakes Dredge & Dock CORP), Employment Agreement (Great Lakes Dredge & Dock CORP)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s Resignation for Good Reason, or due to Expiration of Term By Notice of Non-Renewal By the Company. If Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause (other than on account of Executive’s death or Disability), due to Executive’s resignation for Good Reason, or on account of non-renewal by the Company in accordance with Section 4, then the Company shall provide Executive with the following benefits:
(a) The Company shall pay Executive the Accrued Compensation;
(b) Conditioned upon and in exchange for Executive signing, not revoking and allowing to become effective a General Release of all claims in a form to be provided by the Company (the “General Release”), and Employee signs and does not revoke a Releasesuch General Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, then Employee shall be entitled to the following:“General Release Execution Period”):
(i) Pay to Executive a one-time “lump sum” payment of severance pay (sum payment, less applicable withholding taxes) in an amount required withholdings and deductions, equal to Employeeone hundred percent (100%) of Executive’s annual base salaryBase Salary (ignoring any decrease in Base Salary that formed the basis for Good Reason), as then which shall be payable on the next regular payroll date of the Company following the sixtieth (60th) day following the Termination Date; provided that, in effectno event shall such payment occur later than March 15th of the calendar year following the calendar year in which the Termination Date occurs;
(ii) Pay to Executive any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date (such earned amount determined without regard to the requirement of Executive being employed on the date of payment), to which shall be paid in accordance with on the otherwise applicable payment date for such Annual Bonus;
(iii) If Executive timely elects and is eligible for continued coverage under COBRA for himself and his covered dependents under the Company’s normal payroll policies no later than group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the Termination Date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the twelve (12)-month period following his Termination Date, the date Executive becomes eligible for coverage under another employer’s group health plan, or the cessation of Executive’s eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect instead to pay Executive on the first day of each month of the applicable period, a fully taxable cash payment equal to such portion of the COBRA premiums for that month, subject to applicable tax withholdings. If Executive becomes eligible for coverage under another employer’s first regular payroll date following group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease;
(iv) All of Executive’s outstanding, unvested equity-based compensation awards originally granted with respect to units of NextNav Holdings, LLC (the “Legacy Equity Awards”) shall fully vest as of immediately prior to the Termination Date;
(iiv) a oneAll of Executive’s then outstanding, unvested equity-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal based awards subject solely to 100% of Employee’s annual bonus ratetime-based vesting, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later other than the Company’s first regular payroll Legacy Equity Awards and the TIP RSUs, that would have become vested (but for such termination) during the twelve (12)-month period beginning on the Termination Date, shall vest as of the date following immediately prior to the Termination Date; and
(iii1) the same level All of health (i.e.Executive’s outstanding, medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) unvested restricted stock units relating to shares of the Internal Revenue Code Company’s common stock granted following the consummation of 1986the transactions contemplated by that certain Agreement and Plan of Merger, dated as amended; of June 9, 2021, entered into by and between the Employer, NextNav Holdings, LLC, Spartacus Acquisition Corporation, and Spartacus Acquisition Shelf Corp. and specified as part of the Transaction Incentive Program (the “TIP RSUs”) and (B2) Employee elects continuation coverage pursuant all outstanding, unvested equity-based compensation awards subject to performance-based vesting granted to Executive during the Term shall be subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) terms of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option applicable award agreement.
Appears in 3 contracts
Samples: Executive Agreement (Nextnav Inc.), Executive Agreement (Nextnav Inc.), Executive Agreement (Nextnav Inc.)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(e)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following:
(i) a one-time “lump sum” severance payment equivalent to three times (3x) the sum of Executive's Base Salary and the greater of either the (i) highest Annual Bonus the Executive received during the three calendar years prior to the Termination Date or (ii) the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to payment shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first 's regular payroll cycle, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive and any of the Executive’s dependents that were participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twenty-four (24) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive or the Executive’s dependents under its group health insurance plans, or then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of eighteen (z18) twelve months; and
(12iii) months from automatic and immediate vesting of any and all equity benefits including, without limitation, the Initial RSUs, and RSUs under the STIP and the LTIP (all within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e)). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 3(e)(i) through (iii) are collectively referred to as the “Termination Compensation”). Executive shall not be entitled to the Termination Date.
(iv) Fifty percent (50%) Compensation unless Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.
Appears in 3 contracts
Samples: Executive Employment Agreement (RumbleOn, Inc.), Executive Employment Agreement (RumbleOn, Inc.), Executive Employment Agreement (RumbleOn, Inc.)
Termination by Company Without Cause. The or by the Executive with Good Reason. If either the Company may terminate Employeeterminates the Executive’s employment without for any reason other than for Cause upon or on account of Disability or the Executive terminates his employment for Good Reason (as hereinafter defined), the Company shall:
(i) pay to the Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Causedate of such termination, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” sum cash payment of severance pay (less applicable withholding taxes) in an amount equal to Employee2.99 times the Executive’s then current annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Daterate of Total Compensation;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with or provide the Company’s normal payroll policies no later than Executive the Company’s first regular payroll date following the Termination DateAccrued Obligations; and
(iii) pay Executive’s COBRA premiums for continuation coverage under the same level of Company’s group health (i.e., medical, vision and dental) coverage and benefits as in effect plan for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier lesser of (ya) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date date of termination; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for comparable benefits from a subsequent employer. In addition, any vesting, lapse of time, performance condition or similar requirement under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to exercise the date of such vested shares; provided, however, that in termination and any conditions to the event Executive’s entitlement to any benefits under any of a conflict between such plans or programs shall be deemed to have been satisfied. The Executive shall have “Good Reason” to terminate his employment hereunder within thirty (30) days following his knowledge of any of the terms and conditions events set forth below which have not been cured by the Company within fifteen (15) days following Executive’s written notice of the occurrence of any such stock option agreement events: (A) a material and adverse change in the powers, duties, responsibilities or functions of the Executive as described in Section 3 hereof; or (B) subject to the last sentence of this Agreementparagraph, any material and adverse change in the Executive’s relative position in the Company’s management structure; or (C) without the Executive’s prior written consent, the terms relocation of the Company’s principal executive offices outside the greater Houston, Texas metropolitan area or requiring the Executive to be based other than at such principal executive offices, of the Company; or (D) the failure of the Company to obtain any assumption agreement required by Section 18 hereof; or (E) any reduction in the level of Executive’s Base Salary or Target Bonus, or the failure by the Company to pay the Executive within ten (10) days after a written demand therefor any installment of any previous award of or deferred compensation, if any, which he is due and conditions owing under any employee benefit plan or any deferred compensation program in effect in which the Executive may have participated; or (F) any other material breach of this Agreement shall prevail unless by the conflicting provision(s) in any such stock option agreement shall be more favorable Company. Notwithstanding anything to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified contrary in this Section 6(b)(iv9(e), no change of Executive’s relative position in the Company’s management structure (which does not otherwise materially and adversely change the powers, duties, responsibilities or functions of the Executive as described in Section 3) modify or extend shall constitute Good Reason unless and until the Expiration Date occurrence of any stock option a Change in Control (as set forth defined in such stock option agreementthe Company’s Long Term Incentive Plan), it being understood that prior to a Change in Control, the Chief Executive Officer shall have discretion to make organizational changes affecting the Executive in the interest of effective corporate management as the Chief Executive Officer may determine from time to time.
Appears in 3 contracts
Samples: Employment Agreement (Houston Exploration Co), Employment Agreement (Houston Exploration Co), Employment Agreement (Houston Exploration Co)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated Triggering Event was a Termination by the Company without Without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the following:
date thereof plus, in the reasonable discretion of the Chief Executive Officer based upon whether it then appears the Potential Annual Target Bonus for the year would have been earned by the Executive had he remained employed by the Company, a pro rata portion of the Executive's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (i) a one-time “lump sum” payment based on the number of severance pay (less days the Executive was employed during the applicable withholding taxes) in an amount equal to Employee’s annual base salarycalendar year), as then in effect, to be paid payable in accordance with the Company’s 's normal payroll policies no later than practices, provided that in addition, for each month of the Severance Period hereinafter referred to, the Executive shall also be paid an amount per month equal to one-twelfth (1/12th) of his then current Annual Base Compensation in weekly, bi-monthly or monthly installments, as the case may be, consistent with the Company’s 's normal payroll practices, commencing with the first regular payroll payment date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) termination of the Internal Revenue Code of 1986Employment Period (collectively, as amendedthe "Additional Severance Benefits"); further provided that the Executive shall be entitled to receive such Additional Severance Benefits during the Severance Period if and (B) Employee elects continuation coverage pursuant only if the Executive has executed and delivered to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within Company the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest General Release substantially in form and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option substance as set forth in such stock option agreementExhibit C to this Agreement and only so long as the Executive has not breached any of his covenants to the Company set forth in Article IV of this Agreement.
Appears in 3 contracts
Samples: Executive Employment Agreement (Dyadic International Inc), Executive Employment Agreement (Dyadic International Inc), Executive Employment Agreement (Dyadic International Inc)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment and this Agreement, at any time, for any reason, without Cause upon thirty (30) days written notice to EmployeeCause. If EmployeeExecutive’s employment with the Company is terminated by the Company without CauseCause and not in connection with a “Change of Control” as described in Section 6(a) below, and Employee signs and does not revoke a Release, then Employee shall be entitled to the followingCompany shall:
(i1) pay Executive (in a onesingle lump-time “lump sum” sum payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with applicable law) any earned, but unpaid, Base Salary and accrued, but unused paid vacation to which he is entitled through the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateof termination;
(ii2) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in Executive an amount equal to 100% of Employee’s annual bonus rate, as then in effect, the Base Salary over the 12-month period immediately following the date of termination (such amount to be paid in accordance with equal installments on the Company’s normal regularly scheduled payroll policies no later than dates), with the first payment, which shall be retroactive to the day immediately following the date Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date Executive’s employment terminates;
(3) cause such number of shares subject to any unvested stock options and such number of shares of restricted stock, restricted stock units or other awards made under the Equity Plan as would have vested over the one-year period beginning on the date of termination to vest and, in the case of awards requiring exercise or settlement, become exercisable or settled, as applicable, as of the date of Executive’s termination; provided that with respect to restricted stock units granted under the Equity Plan that xxxxx xxxx beyond the one-year period beginning on the date of termination, such cliff vesting will be disregarded for these purposes, and, instead, such number of restricted stock units as would have vested monthly over the vesting period from the date of grant until the first regular payroll anniversary of the date following of termination will become vested as of the Termination Datedate of termination.
(4) pay Executive the annual incentive award to which he is entitled, if any, under the Incentive Plan for the fiscal year in which termination occurs, based on actual performance (disregarding any requirement that he be employed through the end of the determination period or on the date the payment is made), and pro-rated through the date of termination, which shall be paid at the same time bonuses for such year are paid to active employees under the terms of the Incentive Plan; and
(iii5) if Executive timely elects to continue his health coverage pursuant to the federal law commonly referred to as COBRA (“COBRA”) following the termination of his employment, pay the monthly premiums for such coverage (including any premium for coverage of Executive’s spouse and eligible dependents) until the earliest of the date (i) the same level of maximum period permitted under COBRA expires, or (ii) Executive commences receiving substantially equivalent health (i.e., medical, vision and dental) insurance coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateconnection with new employment; provided, however, that (A) if the Employee constitutes foregoing arrangement could subject the Company or Executive to tax or penalty, the Company shall, in its sole discretion, have the option to cease paying for such coverage and, in lieu thereof, pay Executive a qualified beneficiary, as defined in Section 4980B(g)(1) monthly amount equal to the monthly amount it had been paying for such premiums for the remainder of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend 5(c)(5); After payment of the Expiration Date of any stock option as set forth termination benefits described in such stock option agreementthis Section 5(c), the Company’s obligations under this Agreement will cease.
Appears in 2 contracts
Samples: Executive Employment Agreement (Landec Corp \Ca\), Executive Employment Agreement (Landec Corp \Ca\)
Termination by Company Without Cause. The Company may terminate If Employee’s employment without with the Company is terminated either by the Company Without Cause upon [*], the Company will, within thirty (30) days written notice of such termination, pay to Employee [*] (less such deductions and withholdings as are required by law) all Accrued Amounts determined as of and through the effective date of either such termination of Employee’s employment with the Company. If Employee’s employment with the Company is terminated either by the Company without CauseWithout Cause [*], and Employee signs and does not revoke a Release, then Employee shall be entitled in either case prior to the following:
(i) a one-time “lump sum” payment expiration of severance pay (less applicable withholding taxes) in an amount equal the Term, subject to Employee’s annual base salarycontinued compliance with Section 4 and Employee executing and not revoking a Release (as defined below), as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date Company shall pay and [*] following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% such termination of Employee’s annual bonus rateemployment, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
and (iii) [*] would otherwise be payable under the same level applicable provisions of health this Agreement as if Employee’s termination of employment with the Company had not occurred (i.e.collectively, medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date“Severance Payments”); provided, howeverthat, that the first payment of Severance Payments shall not be paid or provided until the thirtieth (A30th) day (or the sixtieth (60th) day if Employee constitutes a qualified beneficiary, is provided forty-five (45) days pursuant to applicable law to consider the Release (as defined in Section 4980B(g)(1below)) following the date of termination and shall include payment of any amounts that would otherwise be due hereunder prior thereto. Additionally, if Employee’s employment with the Internal Revenue Code of 1986Company is terminated either by the Company Without Cause [*], as amended; and (B) Employee elects continuation coverage pursuant provided the Company is able to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide cover Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between his dependents under the terms and conditions of the Health Insurance plans (including without limitation, Section 2716 of the Public Health Service Act), the Company shall provide and extend to Employee and his dependent family members the continued ability to participate in the Health Insurance, with the same coverage levels and on the same terms and conditions, in and under which Employee and his dependent family members participated immediately prior to any such stock option agreement termination of Employee’s employment with the Company; provided, that Employee’s and this Agreement, his dependent family members eligibility to participate in the Health Insurance shall cease upon the earlier of (i) the date Employee and his dependent family members becoming eligible to participate in similar plans sponsored by a subsequent employer and (ii) the expiration of such coverage under the terms and conditions of the Health Insurance plans. Employee shall be responsible for all costs associated with such coverage. As a condition of receiving the Severance Payments set forth under this Paragraph 6(d), Employee shall sign a general release of claims as against the Company, its affiliates, and their officers, directors and employees in substantially the form attached hereto as Exhibit A (the “Release”) within twenty-one (21) days (forty-five days (45) for a group termination) following Employee’s last day of employment with Company and Employee shall not have revoked such Release within the applicable revocation period, if any. If Employee does not sign the Release or Employee signs the Release and revokes or rescinds it, Employee shall not be entitled to receive any compensation under the provisions of this Agreement shall prevail unless after the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date date of any stock option as set forth in such stock option agreementtermination.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Simon Worldwide Inc), Limited Liability Company Agreement (Simon Worldwide Inc)
Termination by Company Without Cause. The Company Employer may terminate Employee’s employment this Agreement without Cause upon (as defined in section 3.5) at any time by providing the Employee with one (1) month’s written notice during the first year of employment and with one (1) month’s written notice for each complete year of employment by Employee with the Employer, up to a maximum of twelve (12) months’ notice, (the “Employer Notice Period”). During the Employer Notice Period, the Employee shall continue to perform the duties hereunder and the Employer shall continue to pay the Base Salary to Employee. Notwithstanding the foregoing, if the Employer provides the Employee with written notice of termination pursuant to this section 3.3, the Employer will have the option of requiring Employee to immediately vacate the Company Group’s premises and cease performing the duties hereunder. If the Employer so elects this option, then the Employer will be obligated to continue to pay the Base Salary to Employee for the duration of the Employer Notice Period. If this Agreement is terminated by the Employer without Cause, then the Employer’s obligation to compensate the Employee shall in all respects cease as of the Termination Date, except that: (a) the Employer shall pay to the Employee the Accrued Obligations within thirty (30) days written notice to after the Termination Date; and (b) provided that Employee signs and does not timely revoke a mutual, confidential general waiver and release of claims against the Company, Employer, the Company Group, and each of their current and future subsidiaries, affiliates, successors, assigns, officers, directors, employees, consultants, agents, members, and shareholders and mutually against the Employee in a form provided by the Employer, which form shall include, among customary terms and conditions, the survival of Employee. If ’s obligations in Article 4 of this Agreement and the survival and reaffirmation of the Employee’s obligations under the Assignment of Invention Agreement following termination of Employee’s employment with the Company is terminated by Employer (the Company without Cause, and Employee signs and does not revoke a “Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within forty-five (45) days of the time Termination Date (the “Release Period”), then the Employer shall pay to the Employee a lump sum severance payment equal to his then current Base Salary for a period prescribed pursuant to COBRAof six (6) months within sixty (60) days of the Termination Date (the “Severance Payment”). The Company Employee shall continue not be entitled to provide Employee with Company-paid health coverage until the earlier any Severance Payment as set out in this section 3.3 where sections 3.2, 3.4 or 3.5 of (y) the date Employee is no longer eligible this Agreement apply to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event termination of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementemployment.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Neovasc Inc)
Termination by Company Without Cause. The Company may in its sole discretion terminate this Agreement at any time without cause. If Company does so, following Employee’s employment without Cause upon thirty (30) days written notice execution of a legal release in a form satisfactory to Employee. If Company in its sole discretion and drafted so as to ensure a final, complete and enforceable release of all claims that Employee has or may have against Company relating to or arising in any way from Employee’s employment with Company and/or the Company is terminated by the Company without Causetermination thereof, and complete and continuing confidentiality of Company’s proprietary information and trade secrets, the circumstances of Employee’s separation from Company, and compensation received by Employee signs in connection with that separation, Company shall pay Employee severance compensation equal to four months of Employee’s base salary under paragraph 2(a), above, payable in four equal monthly installments, less customary or legally required withholdings, on the first business day of each month, beginning in the month following the termination date. If Company terminates this Agreement at any time without cause under this subparagraph, pays Employee all salary and does not revoke a Releasevacation compensation earned and unpaid as of the termination date, then and offers to pay Employee severance compensation in the amount and on the terms specified above, Company’s acts in doing so shall be entitled in complete accord and satisfaction of any claim that Employee has or may at any time have for compensation or payments of any kind from Company arising from or relating in whole or part to the following:
Employee’s employment with Company and/or this Agreement. Employee’s right to severance pay under this subparagraph shall also be triggered by a Change of Control (as defined below), if such Change of Control immediately results in Employee’s loss of employment. “Change in Control” means (i) a one-time the acquisition, directly or indirectly, by any “lump sumperson” payment as this term is used in Sections 13(d) and 14(d) of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salarythe Securities Exchange Act of 1934, as then in effectamended, to be paid in accordance with the within any twelve month period of Company’s normal payroll policies no later securities representing an aggregate of more than 50% of the Companyacquired entity’s first regular payroll date following the Termination Date;
combined voting power of then outstanding securities; or (ii) consummation of a one-time merger, consolidation or other business combination of Company with any other “lump sumperson” payment of severance pay (less applicable withholding taxesas this term is used in Sections 13(d) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(114(d) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended; and (B) Employee elects continuation coverage pursuant to , if Company is not the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRAsurviving entity after such consummation, or (z) twelve (12) months from a plan of complete liquidation of Company or an agreement for the Termination Datesale or disposition by Company of all or substantially all of its assets.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 2 contracts
Samples: Employment Agreement (Champps Entertainment Inc), Employment Agreement (Champps Entertainment Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below:
(iA) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination during the Severance Period.
(B) Company health benefits coverage then in effecteffect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to an eighteen-month period commencing on the first date of the Severance Period; and Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.4 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)); and (B) any base salary amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.
Appears in 2 contracts
Samples: Employment Agreement (Altair Nanotechnologies Inc), Employment Agreement (Altair Nanotechnologies Inc)
Termination by Company Without Cause. The At any time during the Term, the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Executive without Cause effective upon thirty (30) days delivery of written notice to Employeethe Executive. If Employee’s employment with the Company is terminated by terminates the Executive without “Cause” for any or no reason, then the Company without Cause, and Employee signs and does not revoke agrees that for a Release, then Employee shall be entitled to the following:
period of six (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (126) months from the Termination Date.
date of notice of termination (ivthe “Severance Period”), it will pay as severance (i) Fifty percent the Executive’s Base Salary in accordance with Section 3(a) at such times as the normally recurring payroll payments (50%“Severance Payments”); and (ii) 100% of the EmployeeCOBRA premiums for the Executive’s and Executive’s family health insurance benefits, as permitted by COBRA and under the policy provisions as they then unvested stock options may apply. The Company also agrees that it will pay to the Executive at the next such time that annual bonuses are paid by the Company to employees generally, the pro rata portion of any bonus that would be due for the year in which the termination occurs up to the date of written notice of termination (such pro rata bonus amounts together with the amount of any payments due after a termination without Cause for COBRA premiums, collectively the “Benefit Consideration”). The pro rata portion of any such bonus that would be due and payable for the year in which termination occurs shall immediately vest be calculated by annualizing any financial metrics of the Company (e.g., revenue, adjusted EBITDA, or net income) that may be specified as Company performance metrics in the MIP up to the most recent full month prior to the written notice of termination and become exercisable comparing such annualized figures to the performance thresholds for the Executive outlined in the MIP that was in effect for such year at the time the written notice of termination was delivered to the Executive. Executive understands and Employee shall acknowledges that he would not have twelve (12) months following any obligation or authority to represent the Termination Date to exercise such vested shares; provided, however, Company in any way during the Severance Period. Executive further agrees that in the event of a conflict between that he obtains employment during the Severance Period, he will promptly notify the Company. Provided that such employment does not violate the terms of the Confidentiality, Non-Solicitation and conditions of any such stock option agreement and this Non-Competition Agreement, the terms Severance Payments will continue to be paid. Other than the Severance Payments, and conditions the Benefit Consideration which is conditioned as described above, the Company shall have no further obligation to the Executive after the date of this Agreement shall prevail unless the conflicting provision(s) in termination. The Executive acknowledges and agrees that any such stock option agreement shall and all Severance Payments to which he may be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in entitled under this Section 6(b)(iv5(b) modify or extend the Expiration Date following a termination without Cause are conditioned upon and subject to his execution of any stock option as set forth a general waiver and release, in such stock option agreementreasonable form as counsel for the Company shall determine, of all claims the Executive has or may have against the Company.
Appears in 2 contracts
Samples: Employment Agreement (Xg Sciences Inc), Employment Agreement (Xg Sciences Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by Parent or the Company without CauseCause at any time after the Probation Period and during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement (including Section 7.8) and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below:
(ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination during the Severance Period.
(b) Reimbursement of actual COBRA expenses related to any election to continue Company health benefits coverage then in effecteffect under COBRA (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.4 shall be paid unless and until Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)) and (B); any base salary amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five (5) business days after, but in no instance prior to, the six (6) month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six (6) month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code and shall be interpreted consistently with that intent. For purposes of 1986clarity, as amended; and (B) Employee elects continuation coverage pursuant to if the Consolidated Omnibus Budget Reconciliation Act employment of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRAterminated during the Probation Period, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date not be entitled to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in payments under this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement7.4.
Appears in 2 contracts
Samples: Employment Agreement (Altair Nanotechnologies Inc), Employment Agreement (Altair Nanotechnologies Inc)
Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following:
(i) a one-time continued base salary for nine (9) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of nine (9) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the Option Grant (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii).
(ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance reasonably acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non- CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict such taxable years, regardless of which taxable year Executive actually delivers the executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to him, to the extent permitted by law, and (3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the Severance Period, Executive will only be entitled to receive an amount equal to the difference between his new base salary and his continued base salary from the terms and conditions of any such stock option agreement and this Agreement, Company. He will not be entitled to his continued base salary from the terms and conditions of this Agreement shall prevail unless Company if his new base salary is equal to or exceeds his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.
Appears in 2 contracts
Samples: Executive Employment Agreement (Brooklyn ImmunoTherapeutics, Inc.), Executive Employment Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Termination by Company Without Cause. The At any time during the Term, the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Executive without Cause effective upon thirty delivery of sixty (3060) days written notice to Employeethe Executive. If Employee’s employment with the Company is terminated by terminates the Executive without “Cause” for any reason, as long as the Executive executes a general waiver and release of all claims which the Executive may have against the Company without Cause, which form of the general waiver and Employee signs and does not revoke a Releaserelease will be determined in the sole discretion of the Company, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salaryCompany agrees that, as then in effectseverance, it will continue to be paid pay the Executive’s Base Salary in accordance with Section 3(a) above (the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii“Severance Payments”) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) date of the Employeeseparation in the notice of termination. In addition, Executive will be entitled to receive the Target Bonus Executive would have been eligible to receive for the fiscal year, prorated based on the date of separation in the notice of termination, and payable in accordance with the Company’s then unvested stock options shall immediately vest regular payment schedule and become exercisable procedures for such Target Bonus (the “Prorated Target Bonus”). Executive further agrees that in the event that Executive obtains employment during any period where Severance Payments are being made, Executive will promptly notify the Company of the nature of his new employment. Provided that such employment does not violate the terms of the Confidentiality, Non- Solicitation and Employee Non-Compete Agreement, such Severance Payments will continue to be paid. Other than the Severance Payments and the Prorated Target Bonus, the Company shall have twelve (12) months following no further obligation to the Termination Date to exercise Executive after the date of such vested sharestermination; provided, however, that the Executive shall only be entitled to continuation of the Severance Payments as long as Executive is in compliance with the provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. If termination without Cause shall occur at any time, then the pro rata portion of any unvested time-based equity or performance-based equity (assuming that the target threshold associated with such performance-based equity has been met) up until the date of separation in the event notice of a conflict between termination that are due to vest in the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified following the date of separation shall vest, and any remaining unvested time-based or performance based equity shall vest only at the discretion of the Compensation Committee in this Section 6(b)(iv) modify or extend accordance with the Expiration Date terms of any stock option as set forth in such stock option agreementthe Company’s Plan.
Appears in 2 contracts
Samples: Employment Agreement (Neogenomics Inc), Employment Agreement (Neogenomics Inc)
Termination by Company Without Cause. The At any time during the term of this Agreement the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Employee without Cause effective upon thirty (30) days delivery of written notice to the Employee. If Employee’s employment with the Company is terminated Upon any such termination by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company shall be entitled pay to the following:
Employee all of the Employee’s accrued but unpaid Salary and vacation pay through the date of termination, and thereafter, the Company: (i) a one-time “lump sum” payment of severance shall continue to pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the Employee his Salary payable in accordance with Section 2(a) for six (6) months from the date of termination, when and as the same would have been due and payable hereunder but for such termination, (ii) shall continue Employee’s health benefits under the Company’s normal payroll policies no later than then health insurance program(s) for six months from the Companydate of termination (or until Employee’s first regular payroll death or the date following on which Employee becomes covered by the Termination Date;
health plan of a subsequent employer, to the extent that either of these events occurs earlier). Additionally, if Employee is terminated without Cause, all stock options and restricted stock grants previously granted to him will immediately vest (ii) a one-time “lump sum” payment to the extent not then already vested), and all such stock options shall remain exercisable for the lesser of severance pay (less applicable withholding taxes) in an amount equal to 100% the unexpired term of such options or six months from the date of Employee’s annual bonus ratetermination. All payments made to the Employee pursuant to this Section 3(c) are collectively, referred to herein as then in effect, to be paid in accordance with the Company’s normal payroll policies no later “Severance Payment.” Other than the Company’s first regular payroll date following Severance Payment, the Termination Date; and
(iii) Company shall have no further obligation to the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Employee except for the Employee on obligations set forth in Section 12 of this Agreement after the day immediately preceding the Termination Datedate of such termination; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) shall only be entitled to continuation of the Internal Revenue Code Severance Payments as long as he is in compliance with the provisions of 1986Sections 6 and 7 of this Agreement. Additionally, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible be entitled to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) each month for six-months following the Termination Date to exercise such vested shares; providedtermination of the Employment Period Employee’s monthly portion of the Salary, however, that so long as Employee is in compliance with Sections 6 and 7 of the event of a conflict between the terms Agreement and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to so long as Employee has not been terminated for “Cause,” in which case the provision(s) more favorable to Employee restrictive covenant shall govern; provided further, however, that apply notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date payment of any stock option as set forth in such stock option agreementseverance.
Appears in 2 contracts
Samples: Employment Agreement (Timco Aviation Services Inc), Employment Agreement (Timco Aviation Services Inc)
Termination by Company Without Cause. The Company may terminate the Employee’s employment at any time without cause (a “Termination Without Cause”). In the event of a Termination Without Cause, the Employee shall continue to receive the Employee’s base salary (as then in effect) during the twelve (12) month period immediately following the effective date of the Termination Without Cause (the “Severance Period”). In addition to the severance pay described in the preceding sentence, the Employee shall continue, during the Severance Period, to receive all employee health and welfare benefits to which Employee was entitled immediately prior to the Termination Without Cause. Employee agrees and acknowledges, however, that Employee will forfeit the right to receive base salary and benefits during the Severance Period immediately upon thirty the Employee’s breach of any covenant set forth in Section 6 of this Agreement. The Employee’s right to receive any severance payments pursuant to this Section 5(c) is conditioned upon the Employee signing a general release in form and substance satisfactory to the Company under which the Employee releases the Company and its affiliates, together with their respective officers, directors, shareholders, employees, agents and successors and assigns, from any and all claims Employee may have against them as of the date of such release (whether known or unknown), other than claims arising out of (A) this Agreement, (B) the agreements relating to the equity awards granted to Employee or (C) the Amended and Restated Director and Officer Indemnification Agreement between the Company and Employee dated September 30) days written notice , 2015 (the “Indemnification Agreement”). In addition, upon a Termination Without Cause, the vesting of any equity award that is not completely vested as of the effective date of such termination shall immediately be accelerated so that such award becomes vested for that number of shares as to Employee. If which it would be vested if Employee’s employment with were to continue for 12 months following the Company is terminated by effective date of such termination. In addition, the Company without Cause, and Employee signs and does not revoke a Release, then period of time during which Employee shall be entitled to exercise any equity award that is an option shall be extended to the following:
earlier of (i) a one-time “lump sum” payment the second anniversary of severance pay such effective date or (less applicable withholding taxesii) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the date on which such option would otherwise expire and terminate in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
terms of such option (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal without giving effect to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, any expiration or termination that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) is based upon the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions termination of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementemployment).
Appears in 2 contracts
Samples: Employment Agreement (Liquidmetal Technologies Inc), Employment Agreement (Liquidmetal Technologies Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without cause. If Employeethe Executive’s employment with the Company is terminated by the Company without Causecause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly;
(ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period;
(less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period;
(iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the date set forth in Section 4(h).
(v) During the Severance Period, the Executive shall continue to be paid receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies , with such payments and reimbursements being made no later than the Company’s first regular payroll date following the Termination Dateforth in Exhibit X; and
(iiivi) With respect to any Equity Award in which the same level Executive has vested as of health the effective date of his termination (i.e.including but not limited to stock options, medicalrestricted stock or similar equity interests awarded to the Executive, vision and dentalor equity awards granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) coverage and benefits as in effect (the “Equity Awards”) all such Equity Awards will become immediately exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested stock options shall immediately vest termination, the latest date upon which the Equity Award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the Equity Award. The base salary, annual bonus, contribution towards health care continuation coverage, life and become exercisable disability insurance premiums, Equity Awards exercise period extensions and Employee shall have twelve (12) months following the Termination Date other fringe benefits, including but not limited to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and those on Exhibit X to this Agreement, that the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Executive shall be more favorable eligible to Employee receive during the Severance Period shall be referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company after a notice of termination, and does not revoke, a release in form and substance acceptable to the Company by which case the provision(s) more favorable Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to Employee the Severance Compensation, which release shall govern; not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. The parties hereto acknowledge that the Severance Compensation to be provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in under this Section 6(b)(iv5(e) modify or extend is to be provided in consideration for the Expiration Date of any stock option as set forth in such stock option agreementabove-specified release.
Appears in 2 contracts
Samples: Employment Agreement (Dollar Financial Corp), Employment Agreement (Dollar Financial Corp)
Termination by Company Without Cause. The or by the Executive with Good Reason. If either the Company may terminate Employeeterminates the Executive’s employment without for any reason other than for Cause upon or on account of Disability or the Executive terminates his employment for Good Reason (as hereinafter defined), the Company shall:
(i) pay to the Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Causedate of such termination, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” sum cash payment of severance pay (less applicable withholding taxes) in an amount equal to Employee2.99 times the Executive’s then current annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Daterate of Total Compensation;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with or provide the Company’s normal payroll policies no later than Executive the Company’s first regular payroll date following the Termination DateAccrued Obligations; and
(iii) pay Executive’s COBRA premiums for continuation coverage under the same level of Company’s group health (i.e., medical, vision and dental) coverage and benefits as in effect plan for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier lesser of (ya) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date date of termination; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for comparable benefits from a subsequent employer. In addition, any vesting, lapse of time, performance condition or similar requirement under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to exercise the date of such vested shares; provided, however, that in termination and any conditions to the event Executive’s entitlement to any benefits under any of a conflict between such plans or programs shall be deemed to have been satisfied. The Executive shall have “Good Reason” to terminate his employment hereunder within thirty (30) days following his knowledge of any of the terms and conditions events set forth below which have not been cured by the Company within fifteen (15) days following Executive’s written notice of the occurrence of any such stock option agreement events: (A) a material and adverse change in the powers, duties, responsibilities or functions of the Executive as described in Section 2 hereof; or (B) subject to the last sentence of this Agreementparagraph, any material and adverse change in the Executive’s relative position in the Company’s management structure; or (C) without the Executive’s prior written consent, the terms relocation of the Company’s principal executive offices outside the greater Houston, Texas metropolitan area or requiring the Executive to be based other than at such principal executive offices, of the Company; or (D) the failure of the Company to obtain any assumption agreement required by Section 16 hereof; or (E) any reduction in the level of Executive’s Base Salary or Target Bonus, or the failure by the Company to pay the Executive within ten (10) days after a written demand therefore any installment of any previous award of or deferred compensation, if any, which he is due and conditions owing under any employee benefit plan or any deferred compensation program in effect in which the Executive may have participated; or (F) any other material breach of this Agreement shall prevail unless by the conflicting provision(s) in any such stock option agreement shall be more favorable Company. Notwithstanding anything to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified contrary in this Section 6(b)(iv7(e), no change of Executive’s relative position in the Company’s management structure (which does not otherwise materially and adversely change the powers, duties, responsibilities or functions of the Executive as described in Section 2) modify or extend shall constitute Good Reason unless and until the Expiration Date occurrence of any stock option a Change in Control (as set forth defined in such stock option agreementthe Company’s Long Term Incentive Plan), it being understood that prior to a Change in Control, the Chief Executive Officer shall have discretion to make organizational changes affecting the Executive in the interest of effective corporate management as the Chief Executive Officer may determine from time to time.
Appears in 2 contracts
Samples: Employment Agreement (Houston Exploration Co), Employment Agreement (Houston Exploration Co)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty If the Employment Period terminates for a reason set forth in clause (30i) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the followingof Section 4:
(i) a one-time “lump sum” payment the Company shall pay to the Executive (A) all Base Compensation otherwise payable through the Termination Date, (B) vacation pay accrued through the Termination Date and (C) reimbursement of severance expenses incurred through the Termination Date, in each case to the extent not theretofore paid;
(ii) the Company shall pay (less applicable withholding taxes) to the Executive the amount of the target bonus otherwise payable for the year in an amount equal which the Termination Date occurs, prorated to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(iiiii) if the Termination Date occurs prior to November 8, 1997, the Company shall pay to the Executive a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an sum cash amount equal to 100% three times the sum of Employee’s annual the Executive's Base Compensation and target bonus ratefor the year in which the Executive's Termination Date occurs or, if such Termination Date occurs on or after November 8, 1997, the Company shall pay to the Executive a lump sum cash amount equal to the greater of (A) the sum of the Executive's Base Compensation and target bonus for the year in which the Termination Date occurs, multiplied by the number of whole and/or fractional years remaining under the term of the Employment Period (as in effect under Section 1 without regard to the early termination thereof under Section 4) and (B) one and one-half times the sum of the Executive's Base Compensation and target bonus for the year in which the Termination Date occurs;
(iv) the Company shall provide the Executive with continued coverage, or substantially equivalent coverage, during the period represented by the amount of the lump sum payment under clause (iii) (i.e., three years or one and one-half years, as then in effectthe case may be) under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance, and executive insurance programs) unless the Executive becomes covered under similar plans or arrangements maintained by a subsequent employer; provided that if the Company is unable to be paid in accordance with provide such continued coverage or substantially similar coverage, the Company’s normal payroll policies no later than Company shall pay the Company’s first regular payroll date following Executive a lump sum cash amount equal to the Termination Datepresent value of such benefits; and
(iiiv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Company shall provide to the Executive outplacement services appropriate for the Employee on Executive in accordance with industry standards (the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) cost of which shall not exceed 15% of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”Executive's Base Compensation), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 2 contracts
Samples: Employment Agreement (Zenith Electronics Corp), Employment Agreement (Zenith Electronics Corp)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below:
(ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination during the Severance Period.
(b) Reimbursement of actual COBRA expenses related to any election to continue Company health benefits coverage then in effecteffect under COBRA (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.4 shall be paid unless and until Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)) and (B); any base salary amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five (5) business days after, but in no instance prior to, the six (6) month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six (6) month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.
Appears in 2 contracts
Samples: Employment Agreement (Altair Nanotechnologies Inc), Employment Agreement (Altair Nanotechnologies Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-Company may in its sole discretion terminate this Agreement at any time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal without Cause. If Company does so during the Term, subject to EmployeeExecutive’s annual base salary, as then in effect, execution and delivery to be paid in accordance with the Company’s normal payroll policies , no later than the Company’s first regular payroll date 60th day following the Termination Date;
date on which Executive’s employment is terminated, of (iiA) an irrevocable legal release in a one-time form substantially similar to Exhibit B, so as to ensure a final, complete and enforceable release of all claims that Executive has or may have against Company relating to or arising in any way from Executive’s employment with Company and/or the termination thereof, (B) an acknowledgement of Executive’s continuing obligations under the Confidentiality Agreement, and (C) an agreement, in a form reasonably satisfactory to Company, to treat as Confidential Information of Company the circumstances of Executive’s separation from Company and compensation received by Executive in connection with that separation (the “lump sum” payment of Release”), Company shall pay Executive severance pay (less applicable withholding taxes) in an amount compensation equal to 100% 12 months of EmployeeExecutive’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Datemost recent base salary contemplated under Section 2(a); provided, however, that (A) if Executive’s termination by the Employee constitutes Company without Cause occurs within the 12-month period commencing on the date a qualified beneficiaryChange of Control is consummated, as defined set forth in Section 4980B(g)(1) 10(g), the severance compensation shall equal 12 months of Executive’s most recent base salary contemplated under Section 2(a), plus the Internal Revenue Code maximum Performance Bonus that may be earned by Executive for such fiscal year (the “Change of 1986, as amended; and (B) Employee elects continuation coverage pursuant Control Severance Payment”). If Executive fails to timely deliver to the Consolidated Omnibus Budget Reconciliation Act of 1985Company the Release, as amended (“COBRA”)Executive shall forfeit and shall have no right to receive, within and the time period prescribed pursuant to COBRA. The Company shall continue have no obligation to provide Employee with Company-paid health coverage until pay, the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Dateseverance compensation provided under this Section 10(f).
(ivii) Fifty percent The severance compensation set forth in subsection (50%i) of the Employeeabove, less applicable withholdings and deductions, shall be payable in equal installments in accordance with Company’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesstandard payroll practice; provided, however, any Change of Control Severance Payment shall be payable in a single lump sum payment within 30 calendar days of Executive’s termination. If Company terminates this Agreement at any time without Cause during the Term under this subsection, pays Executive all salary and vacation compensation earned and unpaid as of the termination date, and offers to pay Executive severance compensation in the amount and on the terms specified above, Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Executive has or may at any time have for compensation or payments of any kind from Company arising from or relating in whole or part to Executive’s employment with Company and/or this Agreement (including without limitation any bonus(es) under Section 2(b). Because this subsection is intended to provide compensation to enable Executive to support herself in the event of Executive’s loss of employment under certain circumstances specified herein, Executive’s right to the Change of Control Severance Payment under this subsection shall not be triggered by a conflict between Change of Control (as defined below) unless Executive’s employment is terminated pursuant to this subsection within the terms 12-month period commencing on the date such Change of Control is consummated. “Change of Control” means any transaction or series of related transactions (A) the result of which is that any “person” (as such term is used in Sections 13(d) and conditions 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or persons controlling, controlled by or under common control with such person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of more than 50% of the issued and outstanding Voting Stock (as defined below) of Company, (B) that results in the sale of all or substantially all of the assets of Company, or (C) that results in the consolidation or merger of Company with or into another corporation or corporations or other entity in which Company is not the surviving corporation (except any such corporation or entity controlled, directly or indirectly, by Company). As used herein, the term “Voting Stock” will mean and include (I) any capital stock of any such class of Company (“Common Shares”) that has the right to vote on all matters submitted to holders of Common Shares, and (II) any security, right, option, warrant or agreement convertible into or exercisable to obtain any Common Shares or capital stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementclass that has the right to vote on all matters submitted to holders of Common Shares.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Real Goods Solar, Inc.)
Termination by Company Without Cause. The Company may Board may, by written notice to the Employee, immediately terminate the Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without under this Agreement at any time and for any reason other than her Disability or for Cause, and Employee signs and does not revoke a Release, then in which event the Employee shall be entitled to receive the following:following compensation and benefits (unless such termination occurs during the Protected Period, in which event the compensation and benefits provided for in Section 10 hereof shall apply):
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual all unpaid base salary, bonus amounts, and benefits that have accrued through the date of termination of employee; and
(ii) provided that the Employee has complied in all respects, from the Effective Date through and including each Payment Date, with her obligations hereunder: (A) the continuation of salary, at the rate provided pursuant to Section 3 hereof (as then adjusted to date), from the date of termination of employment through the expiration date of the Term (the “Expiration Date”), plus, in effectthe event such termination occurs after the second anniversary of the Effective Date, said salary for an additional 12-month period; and (B) continued participation through the Expiration Date in the life insurance programs in which the Employee would have been eligible to participate through the Expiration Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment to the extent the Employee continues to qualify for participation therein after such termination; provided that in the event the Employment does not continue to qualify for participation in any such program, the Company shall reimburse the Employee for the cost to the Employee of obtaining substantially similar benefits on her own. Severance payments due pursuant to item (ii)(A) of this paragraph (d) shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-practices for its salaried employees from time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as time in effect for and shall terminate at such time as the Employee on obtains employment with another financial institution comparable in nature to her employment at the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within Company at the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Datetermination.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 2 contracts
Samples: Employment Agreement (Madison Bancorp Inc), Employment Agreement (Madison Bancorp Inc)
Termination by Company Without Cause. The Upon written notice, the Company may terminate Employeethe Executive’s employment hereunder without Cause. Upon the termination by the Company of the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to the following:
his Accrued Benefits and (i) continuation of his Base Salary for a one-time period of twelve (12) months from the effective date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal to Employee’s annual base salary, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
schedule (“Salary Continuation”) and (ii) a one-time continued vesting of shares subject to the Options on the same basis as if the Executive were employed by the Company during such Severance Period (such continued vesting, together with the Salary Continuation, the “lump sum” payment Severance Pay”). The Executive shall have no duty to mitigate his damages or seek employment during the Severance Period and any earnings by the Executive during the Severance Period shall not reduce the Severance Pay or affect the obligations of severance pay the Company with respect to the Severance Pay. Notwithstanding anything in this Employment Agreement or the Stock Option Certificate and Agreement (less applicable withholding taxesattached hereto as Exhibit A) in an amount equal to 100% of Employee’s annual bonus rate, as then in effectthe contrary, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in extent required by Section 4980B(g)(1409A(a)(2)(B)(i) of the Internal Revenue Code of 1986(the “Code”) and the regulations and guidance issued thereunder, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) if on the date Employee of termination of the Executive’s employment any stock of the Company is no longer eligible to receive continuation coverage pursuant to COBRA, publicly traded on an established securities market or (z) twelve (12) months from otherwise and the Termination Date.
(iv) Fifty percent (50%Executive meets the definition of “specified employee” under Section 409A(a)(2)(B)(i) of the Employee’s then unvested stock options Code, the Severance Pay shall immediately vest and become exercisable and Employee shall have twelve not commence before the date which is six (126) months following after the Termination Date to exercise such vested sharesdate of the Executive’s separation from service (or, if earlier, the date of the Executive’s death); provided, however, that any Severance Pay the Executive would have otherwise received but for the six (6) month delay in the event commencement of payment shall be paid (or in the case of Options, shall vest) in a conflict between single lump sum on the terms date the payment would not violate Section 409A(a)(2)(B)(i), and conditions the remaining Severance Pay, if any, shall be in accordance with this Section 5(d). The Executive shall not be entitled to any amounts to be provided under this Section other than his accrued but unpaid Base Salary through the effective date of any such stock option agreement termination of his employment and his unpaid Accrued Benefits unless the Employee executes and delivers to the Company a release in the form attached hereto as Exhibit B. The parties hereto acknowledge that the additional payments of benefits to be provided under this Agreement, Section are to be provided at least in part in consideration for the terms above-specified release and conditions the restrictions set forth in Section 5(h) of this Agreement and that the Severance Pay shall prevail unless immediately cease upon violation by the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date Executive of any stock option as set forth of the restrictions referred to in such stock option agreementSection 5(h).
Appears in 2 contracts
Samples: Employment Agreement (Cross Match Technologies, Inc.), Employment Agreement (Cross Match Technologies, Inc.)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(e)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following:
(i) a one-time “lump sum” severance payment equivalent to one times (1x) the sum of Executive’s Base Salary and the greater of either the (i) highest Annual Bonus the Executive received during the three calendar years prior to the Termination Date or (ii) the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to payment shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll cycle, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive and any of the Executive’s dependents that were participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twelve (12) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive or the Executive’s dependents under its group health insurance plans, or (z) then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of twelve (12) months from months; and
(iii) automatic and immediate vesting of any and all equity benefits including, without limitation, RSUs under the STIP (all within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e)). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 5(e)(i) through (iii) are collectively referred to as the “Termination Compensation”). Executive shall not be entitled to the Termination Date.
(iv) Fifty percent (50%) Compensation unless Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.
Appears in 1 contract
Termination by Company Without Cause. The by Executive with Good Reason, a Company may terminate EmployeeNon-Renewal or an Executive Non-Renewal. If Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company hereunder is terminated during, or at the end of, the Employment Period (i) by the Company without CauseCause (other than by reason of Disability), and Employee signs and does not revoke (ii) by Executive with Good Reason, (iii) a ReleaseCompany Non-Renewal, then Employee shall or (iv) an Executive Non-Renewal, then, subject to Section 6(e), the Executive will be entitled to the followingreceive:
(i) the Accrued Obligations;
(ii) a onecash severance benefit, payable in bi-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid weekly installments in accordance with the Company’s normal payroll policies no later than practices (and subject to Section 6(e), equal to the Companyproduct of (x) the sum of (I) the Executive’s first regular payroll date following Initial Base Salary (disregarding any reduction in Base Salary that gave rise to Good Reason hereunder) and (II) the Termination DatePast Bonus, and (y) the Multiplier (the “Cash Severance Benefit”);
(iiiii) (x) any earned but unpaid Annual Bonus, if any, attributable to full fiscal years completed prior to the Date of Termination, at the same time that such bonus would have been paid pursuant to the terms of the applicable incentive plan and Section 4(b) above, and (y) the pro rata portion of the Annual Bonus in respect of the year in which the Date of Termination occurs based upon a one-time “lump sum” payment fraction, the numerator of severance pay (less applicable withholding taxes) which is the number of days in an amount equal to 100% the relevant year through and including the Date of Employee’s annual bonus rateTermination and the denominator of which is 365, as then in effecteach case, to be paid based on actual performance and determined in accordance with Section 4(b) above, if any, and paid at such time as such bonuses would have been paid had the CompanyExecutive not terminated employment;
(iv) Except in the case of an Executive Non-Renewal, immediate vesting in any equity-based awards then held by her that would have vested, based solely on Executive’s normal payroll policies continued employment with the Company and its Affiliated Companies, during the twenty-four (24) month period commencing on the Date of Termination (without regard to any subsequent events that may cause accelerated vesting if the Executive were still employed), as if no later than such termination had occurred (for the Company’s first regular payroll date following avoidance of doubt, the Termination Datevesting of equity-based awards held by Executive shall not be accelerated upon an Executive Non-Renewal); and
(iiiv) access to continued health benefits following the same level Date of health Termination for that number of months (i.e.including portions thereof) equal to the product of twelve (12) and the Multiplier (“Benefit Continuation Period”), medical, vision and dental) coverage and benefits as in effect for to the Employee on extent such benefit may be provided by the day immediately preceding the Termination DateCompany using reasonable business efforts; provided, however, that (A) if the Employee constitutes a qualified beneficiaryExecutive becomes re-employed with another employer and is eligible to receive health care benefits under another employer-provided plan, as defined in Section 4980B(g)(1) the health care benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. Following the end of the Internal Revenue Benefit Continuation Period, the Company shall take reasonable business efforts to permit Executive and her eligible dependents to be eligible for continued health coverage as required by Section 4980B of the Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or other applicable law (“COBRACOBRA Coverage”), within as if the time Executive’s employment with the Company had terminated as of the end of such period, and the Company shall take reasonable business efforts actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section and to cause the period prescribed of COBRA Coverage to commence at the end of the Benefit Continuation Period. Notwithstanding the foregoing, the obligations of the Company pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (ythis Section 6(c)(v) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable provided solely to Employee in which case the provision(s) more favorable extent such benefits do not cause the Company to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementincur excise taxes.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated Triggering Event was a Termination by the Company without Without Cause (that is not a Termination Arising Out of a Change of Control), then Executive shall be entitled to receive (i) Executive's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive's Target Incentive Compensation Bonus as established for the year prior to the year in which the termination occurred, if any, pro rated to Executive's date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Severance Benefit. For purposes of this Subsection 5.2(c), any payment or benefit that the Executive receives shall be treated as a “separate payment” for the application of Section 409A of the Internal Revenue Code (“Code”). If the Executive receives any payment or benefit due to his Termination by the Company Without Cause, Company will determine if the involuntary separation from service exception of Treasury regulation §1.409A-1(b)(9)(iii) applies. The Severance Benefit shall be paid within 60 days after the date of Executive's separation from service, and Employee signs Executive shall receive the benefits provided in Subsections 5.2(c)(ii) and (iii) only if Executive executes and does not revoke a Release, Separation Agreement and General Release similar to that attached hereto as Exhibit A within 30 days after the date of Executive's separation from service. If the Compensation Committee determines that the Executive is a Specified Employee then Employee his Severance Benefit due under this paragraph (c) shall be entitled made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 409A of the Code with regard to that portion of the Severance Benefit that does not satisfy the involuntary separation from service exception to Treasury regulation §1.409A-1(b)(9)(iii).”
1. Subsection 5.2(d) of the Agreement shall be amended by replacing the second and third sentences thereof with the following:
(i) a one-time “lump sum” payment : The Change of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to Control Severance Benefit shall be paid within 60 days after the date of Executive's separation from service, and Executive shall receive the benefits provided in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(iisubsections 5.2(d)(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
and (iii) only if Executive executes and does not revoke a Separation Agreement and General Release similar to that attached hereto as Exhibit A within 30 days after the same level date of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1Executive's separation from service.
2. Subsection 6.10(a) of the Internal Revenue Code of 1986Agreement shall be amended by including the following sentence at the end thereof: Notwithstanding any other provision in this Agreement, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)extent any payments hereunder constitutes nonqualified deferred compensation, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier meaning of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) Section 409A of the Employee’s then unvested stock options shall immediately vest Code, and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise 60-day period specified in this Section 6(b)(ivSections 5.2(c) modify and 5.2(d), as applicable, begins in one taxable year and ends in a second taxable year, then each such payment which is conditioned upon Executive's execution of a Separation Agreement and General Release shall be paid or extend provided in the Expiration Date later of any stock option as set forth in such stock option agreementthe two taxable years.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s the Executive's employment at any time and for any reason, without Cause Cause, upon thirty (30) days written notice to Employeethe Executive. If Employee’s employment with In the event of termination pursuant to this Section 2.2.5, the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled pay or provide to the following:
Executive the following termination benefits: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment product of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, Executive's annual base salary as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986termination date, as amended; and multiplied by (B) Employee a fraction, the numerator of which shall be the number of months remaining in the Employment Term ("Remaining Months"), and the denominator of which shall be 12, payable over the Remaining Months, in equal regular monthly installments, less income taxes and other applicable withholdings, and (ii) the Executive's Fringe Benefits (as defined below) for the Remaining Months. The obligation of the Company to provide "Fringe Benefits" following any termination that is or is deemed to be without Cause shall mean that the Executive's participation (including dependent coverage) in the life and health insurance plans of the Company in effect immediately prior to the termination shall be continued, or substantially equivalent benefits provided, by the Company, at a cost to the Executive no greater than his cost at the date of such termination, for the Remaining Months or such shorter period as may be required by this Agreement. Notwithstanding the foregoing, if the Company shall be unable to provide for the continuation of an insurance benefit (such as life insurance) because such benefit was provided pursuant to an insurance policy that does not provide for the extension of such insurance benefit following termination of the employment of the Executive, then the Executive may purchase insurance providing such insurance benefit and, whether or not the Executive so elects continuation coverage to purchase insurance, the Company's only obligation with respect to such insurance benefit shall be to reimburse the Executive for his premium costs, up to a maximum aggregate amount for all policies of insurance purchased by the Executive pursuant to this sentence of $12,000 per annum, prorated for partial years. If the Company is obligated pursuant to the Consolidated Omnibus Budget Reconciliation Act so-called "COBRA" law to offer the Executive the opportunity for a temporary extension of 1985health coverage ("continuation coverage"), then the Executive shall elect continuation coverage, and the premium cost of such coverage shall be borne by the Company and the Executive as provided in the first sentence of this paragraph. Continuation coverage provided pursuant to COBRA shall terminate in accordance with COBRA. To the extent that any benefit required to be provided to the Executive by the Company by reason of an actual or deemed termination for Cause shall be provided to the Executive by any successor employer, the Company's obligation to provide that benefit to the Executive shall be correspondingly offset or shall cease, as amended (“COBRA”), within the time period prescribed pursuant to COBRAcase may be. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in In no event shall the extended twelve (12) month exercise Company have any obligation to provide Fringe Benefits after the expiration of the Remaining Months or such shorter period specified in as may be required by this Section 6(b)(iv) modify Agreement. The Executive shall not be entitled to any expense allowance, automobile allowance or extend relocation allowance following the Expiration Date termination of his employment for any stock option as set forth in such stock option agreementreason.
Appears in 1 contract
Termination by Company Without Cause. The At any time during the Term, the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Executive without Cause effective upon thirty delivery of sixty (3060) days written notice to Employeethe Executive. If Employee’s employment with the Company is terminated by terminates the Company Executive without “Cause” for any reason, as long as the Executive executes a general waiver and Employee signs release of all claims which the Executive may have against the Company, which form of the general waiver and does not revoke a Releaserelease will be determined in the sole discretion of the Company, within sixty (60) days of such termination, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary/s/ HG Company agrees that, as then in effectseverance, it will continue to be paid pay the Executive’s Base Salary in accordance with Section 3(a) above (the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii“Severance Payments”) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) date of the Employeeseparation in the notice of termination. In addition, Executive will be entitled to receive the Target Bonus Executive would have been eligible to receive for the fiscal year, prorated based on the date of separation in the notice of termination, and payable in the Company’s then unvested first payroll cycle after the date of termination (the “Prorated Target Bonus”). Executive’s health, dental and vision coverage (“Benefits”) shall also continue during the period in which Severance Payments are being made. Subject to Executive’s copayment of premium amounts at the applicable employees’ rate, and the Executive’s proper election to receive benefits under COBRA, the Company shall be responsible for the monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive as an employee during the 12 months that the Severance Payments are being made. Other than the Severance Payments and the Prorated Target Bonus, and any other benefits set forth herein, or in the Company’s stock options shall immediately vest and become exercisable and Employee option or restricted stock agreements, the Company shall have twelve (12) months following no further obligation to the Termination Date to exercise Executive after the date of such vested sharestermination; provided, however, that the Executive shall only be entitled to continuation of the Severance Payments as long as Executive is in compliance with the provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. If termination without Cause or by the Executive for Good Reason as set forth below, shall occur at any time, then the pro rata portion of any unvested time-based equity or performance-based equity (assuming that the target threshold associated with such performance-based equity has been met) up until the date of separation in the event notice of a conflict between termination that are due to vest in the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified following the date of separation shall vest, and any remaining unvested time-based or performance based equity shall vest only at the discretion of the Compensation Committee in this accordance with the terms of the Company’s Plan, other than the Buyout Equity Award which shall vest in full in accordance with Section 6(b)(iv3(d) modify above, or extend the Expiration Date any equity that is otherwise required to remain during a Change of any stock option Control Period as set forth in such stock option agreementdefined below.
Appears in 1 contract
Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following:
(i) a one-time continued base salary for nine (9) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of nine (9) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the Option Grant and the RSU Grant (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii).
(ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non-CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and conditions the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any such stock option agreement time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to him, and this Agreement(3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.
Appears in 1 contract
Samples: Executive Employment Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term, and Employee signs and does not revoke a Releasethen, then Employee shall be entitled in addition to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance complying with the Company’s normal payroll policies no later than requirements of Section 7.1, the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal Company shall, subject to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless and conditioned upon the conflicting provision(sCompany’s receipt of a Release, continue to pay, when due in accordance with Section 4.1, to or for the benefit of Employee or, if applicable, his heirs or estate: (a) Employee’s base salary through the period ending on the 12-month anniversary of the effective date of the termination of Employee’s services; (b) Company health benefits coverage then in any effect (with Company /Employee contributions remaining the same as during the period immediately prior to termination) through the period ending on the 18-month anniversary of the effective date of the termination of Employee’s services; and (iii) a bonus equal to sixty percent (60%) of Employee’s base salary paid for the calendar year in which termination of Employee’s services occurs, payable in one lump sum within 30 days of the end of such stock option agreement year. Notwithstanding the foregoing, if (y) Employee relocated was required to relocate from a location more than 50 miles from the Place of Employment in order to commence employment with the Consolidated Companies and Employee’s employment is subsequently terminated by Employee for Good Reason on or before the two-year anniversary of the Effective Date, or (z) Employee’ accepts a change in Employee’s place of employment (and relocates without terminating his or her Employment for Good Reason based upon such change) during the Term and then Employee’s employment is terminated by the Company without Cause on or before the two-year anniversary of such change in Employee’s place of employment, then in case of either (y) or (z) the period referred to in subsection (a) above shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement16 months.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days written notice to Employeeafter giving a Notice of Termination. If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company's sole obligation hereunder shall be entitled to pay or reimburse the followingExecutive (or facilitate a tax qualified rollover of) the following amounts:
(i1) a one-time “lump sum” payment the Executive's accrued Base Salary and accrued vacation not paid as of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii2) a onethe Executive's Pro-time “lump sum” payment Rated Bonus Amount;
(3) the Executive's vested benefits as of severance the Termination Date pursuant to the Company's benefit, retirement, incentive and other plans;
(4) the Company shall continue to pay the Executive one hundred percent (less applicable withholding taxes100%) in an amount equal to 100% of Employee’s annual bonus ratethe Base Salary for eighteen (18) months following the Termination Date, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than 's customary policies. The continued payment of the Company’s first regular payroll date following Base Salary hereunder shall be terminated if the Executive is found to have violated any of the covenants set forth in Section 12 herein;
(5) any and all monies advanced to the Company by the Executive or expenses incurred by the Executive pursuant to Section 8 through the Termination Date;
(6) the Company shall maintain in full force and effect for the continued benefit of the Executive, for an eighteen (18) month period after the Termination Date, all medical coverage, programs or arrangements in which the Executive was entitled to participate immediately prior to the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such medical plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive, on an after-tax basis, with benefits substantially similar to those which the Executive was otherwise entitled to receive under such plans and programs for such one-year period;
(7) the Company shall accelerate the vesting, by twelve (12) additional months, of all unvested stock options, restricted stock, stock appreciation rights, deferred compensation, and similar plan benefits pursuant to the respective benefit plan; and
(iii) the same level 8) expenses for outplacement services up to a maximum amount of health ten thousand dollars (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”$10,000), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Samples: Employment Agreement (Too Inc)
Termination by Company Without Cause. The At any time during the Term, the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Executive without Cause effective upon thirty (30) days delivery of written notice to Employeethe Executive. If Employee’s employment with the Company is terminated by terminates the Executive without “Cause” for any or no reason, then the Company without Cause, and Employee signs and does not revoke agrees that for a Release, then Employee shall be entitled to the following:
period of three (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (123) months from the Termination Date.
date of notice of termination (ivthe “Severance Period”), it will pay as severance of (i) Fifty percent the Executive’s base salary in accordance with Section 3(a) at such times as the normally recurring payroll payments (50%“Severance Payments”); and (ii) 100% of the EmployeeCOBRA premiums for the Executive’s and Executive’s family health insurance benefits, as permitted by COBRA and under the policy provisions as they then unvested stock options may apply. The Company also agrees that it will pay to the Executive at the next such time that annual bonuses are paid by the Company to employees generally, the pro rata portion of any bonus that would be due for the year in which the termination occurs up to the date of written notice of termination (such pro rata bonus amounts together with the amount of any payments due after a termination without Cause for COBRA premiums, collectively the “Benefit Consideration”). The pro rata portion of any such bonus that would be due and payable for the year in which termination occurs shall immediately vest be calculated by annualizing any financial metrics of the Company (e.g., revenue, adjusted EBITDA, or net income) that may be specified as Company performance metrics in the MIP up to the most recent full month prior to the written notice of termination and become exercisable comparing such annualized figures to the performance thresholds for the Executive outlined in the MIP that was in effect for such year at the time the written notice of termination was delivered to the Executive. Executive understands and Employee shall acknowledges that she would not have twelve (12) months following any obligation or authority to represent the Termination Date to exercise such vested shares; provided, however, Company in any way during the Severance Period. Executive further agrees that in the event of a conflict between that she obtains employment during the Severance Period, she will promptly notify the Company. Provided that such employment does not violate the terms of the Confidentiality, Non-Solicitation and conditions of any such stock option agreement and this Non-Competition Agreement, the terms Severance Payments will continue to be paid. Other than the Severance Payments, and conditions the Benefit Consideration which is conditioned as described above, the Company shall have no further obligation to the Executive after the date of this Agreement shall prevail unless the conflicting provision(s) in termination. The Executive acknowledges and agrees that any such stock option agreement shall and all Severance Payments to which she may be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in entitled under this Section 6(b)(iv5(b) modify or extend the Expiration Date following a termination without Cause are conditioned upon and subject to her execution of any stock option as set forth a general waiver and release, in such stock option agreementreasonable form as counsel for the Company shall determine, of all claims the Executive has or may have against the Company.
Appears in 1 contract
Termination by Company Without Cause. The or by the Executive with Good Reason. If either (i) the Company may terminate Employeeterminates the Executive’s employment without for any reason other than (A) for Cause upon or (B) on account of the Executive’s Disability or (ii) the Executive terminates his employment for Good Reason (as hereinafter defined), the Company shall:
(i) pay to the Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Causedate of such termination, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” sum cash payment of severance pay (less applicable withholding taxes) in an amount equal to Employee2.99 times the Executive’s then current annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Daterate of Total Compensation;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with or provide the Company’s normal payroll policies no later than Executive the Company’s first regular payroll date following the Termination DateAccrued Obligations; and
(iii) pay Executive’s COBRA premiums for continuation coverage under the same level of Company’s group health (i.e., medical, vision and dental) coverage and benefits as in effect plan for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier lesser of (ya) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date date of termination; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for comparable benefits from a subsequent employer. In addition, any vesting, lapse of time, performance condition or similar requirement under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to exercise the date of such vested shares; provided, however, that in termination and any conditions to the event Executive’s entitlement to any benefits under any of a conflict between such or similar plans or programs shall be deemed to have been satisfied. The Executive shall have “Good Reason” to terminate his employment hereunder within thirty (30) days following his knowledge of any of the terms and conditions events set forth below which have not been cured by the Company within fifteen (15) days following Executive’s written notice of the occurrence of any such stock option agreement events: (A) a material and adverse change in the powers, duties, responsibilities or functions of the Executive as described in Section 2 hereof; or (B) subject to the last sentence of this Agreementparagraph, any material and adverse change in the Executive’s relative position in the Company’s management structure; or (C) without the Executive’s prior written consent, the terms relocation of the Company’s principal executive offices outside the greater Houston, Texas metropolitan area or requiring the Executive to be based other than at such principal executive offices, of the Company; or (D) the failure of the Company to obtain any assumption agreement required by Section 16 hereof; or (E) any reduction in the level of Executive’s Base Salary or Target Bonus, or the failure by the Company to pay the Executive within ten (10) days after a written demand therefore any installment of any previous award of or deferred compensation, if any, which he is due and conditions owing under any employee benefit plan or any deferred compensation program in effect in which the Executive may have participated; or (F) any other material breach of this Agreement shall prevail unless by the conflicting provision(s) in any such stock option agreement shall be more favorable Company. Notwithstanding anything to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified contrary in this Section 6(b)(iv7(e), no change of Executive’s relative position in the Company’s management structure (which does not otherwise materially and adversely change the powers, duties, responsibilities or functions of the Executive as described in Section 2) modify or extend shall constitute Good Reason unless and until the Expiration Date occurrence of any stock option a Change in Control (as set forth defined in such stock option agreementthe Company’s Long Term Incentive Plan), it being understood that prior to a Change in Control, the Chief Executive Officer shall have discretion to make organizational changes affecting the Executive in the interest of effective corporate management as the Chief Executive Officer may determine from time to time.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without cause. If Employeethe Executive’s employment with the Company is terminated by the Company without Causecause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly;
(ii) The Executive shall receive a one-time “lump sum” payment for his annual bonus (as contemplated under Section 4(b) of severance pay this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period;
(less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period;
(iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effecteffect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the date set forth in Section 4(h).
(v) During the Severance Period, the Executive shall continue to be paid receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iiivi) With respect to any Equity Award in which the same level Executive has vested as of health the effective date of his termination (i.e.including but not limited to stock options, medicalrestricted stock or similar equity interests awarded to the Executive, vision and dentalor equity awards granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) coverage and benefits as in effect (the “Equity Awards”) all such Equity Awards will become immediately exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) effective date of the EmployeeExecutive’s then unvested stock options shall immediately vest termination, the latest date upon which the Equity Award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the Equity Award. The base salary, annual bonus, contribution towards health care continuation coverage, life and become exercisable disability insurance premiums, Equity Awards exercise period extensions and Employee shall have twelve (12) months following the Termination Date other fringe benefits, including but not limited to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and those on Exhibit X to this Agreement, that the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Executive shall be more favorable eligible to Employee receive during the Severance Period shall be referred to jointly herein as the Severance Compensation. The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company after a notice of termination, and does not revoke, a release in form and substance acceptable to the Company by which case the provision(s) more favorable Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to Employee the Severance Compensation, which release shall govern; not affect the Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. The parties hereto acknowledge that the Severance Compensation to be provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in under this Section 6(b)(iv5(e) modify or extend is to be provided in consideration for the Expiration Date of any stock option as set forth in such stock option agreementabove-specified release.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause upon thirty sixty (3060) days written notice to EmployeeExecutive. If EmployeeExecutive’s employment with the Company is terminated terminates other than voluntarily by the Company without Executive or for Cause, and Employee signs and does not revoke a Releasethen, then Employee subject to Executive’s compliance with Section 7, Executive shall be entitled to the followingto:
(i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in at a rate equal Executive’s then current base salary as of the termination date for the six (6) months following the termination date plus an amount equal to Employeethe aggregate Variable Compensation earned by Executive pursuant to Section 4(b) above during the 12-month period prior to termination date; provided that, if Executive is terminated within the first twelve (12) months following commencement of employment, the Variable Compensation aspect of the severance pay shall be the average Variable Compensation calculated over the period of Executive’s annual base salaryactual employment multiplied by a factor the result of which would be 12 (e.g., as then average Variable Compensation over 2 months would be multiplied by 6; average Variable Compensation over 6 months would be multiplied by 2, etc.). Subject to compliance with Section 5(f) below, and in effectparticular the provisions of IRC Section 409A, any severance payment due to the Executive under this Section 5(b) shall be paid in a single, lump sum payment or otherwise at Executive’s direction, and in accordance with the Company’s normal payroll policies no later than policies. Notwithstanding the Companyforegoing, if Executive is terminated by the Company for failure to meet the expectations of the Board concerning the performance of the Executive’s first regular payroll date following duties outlined in this Agreement, but in the Termination Date;determination of the Board the Executive has made a good faith effort to perform such duties and has not taken any action or made any omission that would otherwise fall under the definition of “Cause” under Section 13(a)(i)-(iv) below, then the severance pay outlined herein above shall be limited to six (6) months.
(ii) a oneContinuation of any legally-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of allowed health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Executive on the day immediately preceding the Termination Dateday of the Executive’s termination of employment; provided, however, that (Aa) the Employee Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amendedIRC; and (Bb) Employee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee Executive with Company-paid health coverage until the earlier of (yi) the date Employee Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Termination by Company Without Cause. The If the Triggering Event was a Termination by the Company may terminate EmployeeWithout Cause (that is not a Termination Arising Out of a Change of Control), then Executive shall be entitled to receive (i) Executive’s employment without Cause upon Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company’s fiscal year); and (iii) the Severance Benefit. For purposes of this Subsection 5.2(c), any payment or benefit that the Executive receives shall be treated as a “separate payment” for the application of Section 409A of the Internal Revenue Code (“Code”). If the Executive receives any payment or benefit due to his Termination by the Company Without Cause, Company will determine if the involuntary separation from service exception of Treasury regulation §1.409A-1(b)(9)(iii) applies, and, if it does apply, Executive shall receive that portion of the Severance Benefit which satisfies the involuntary separation from service exception within thirty (30) days written notice of Executive signing a Separation Agreement and General Release similar to Employee. that attached hereto as Exhibit A. If Employee’s employment the Compensation Committee determines that the Executive is a Specified Employee then his Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Executive, if earlier, pursuant to Section 409A of the Code with regard to that portion of the Company is terminated by the Company without Cause, and Employee signs and Severance Benefit that does not revoke a Release, then Employee shall be entitled satisfy the involuntary separation from service exception to Treasury regulation §1.409A-1(b)(9)(iii). Executive’s entitlement to the following:
(ibenefits provided in subsections 5.2(c)(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
and (iii) are contingent on Executive signing a Separation Agreement and General Release provided by the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRACompany.”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period,
(i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employee12 months of the Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over six months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for 12 months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.
Appears in 1 contract
Samples: Executive Retention Agreement (Anika Therapeutics, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by without Cause during the Company without CauseEmployment Term, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 8, Employee shall be entitled to (unless such termination occurs under the Change of Control circumstances described in Section 6, in which case Employee shall be entitled to the following:payments and benefits described in such Section 6):
(i) a one-time “lump sum” payment of Receive severance pay (less applicable withholding taxes) in an amount equal to one (1) times the sum of Employee’s annual base salaryBase Salary and 100% of his bonus (based upon the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), as then in effect, such amount to be paid in a single lump sum in accordance with the Company’s normal payroll policies no later than for the Company’s first regular payroll date following the Termination Datepayment of Base Salary;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s Termination Date; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Date.. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (ii), it is intended that Employee and his family be entitled to such benefits;
(iii) A pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a cash lump sum within 10 (ten) business days following Employee’s Termination Date;
(iv) Fifty One hundred percent (50100%) of the Employee’s then unvested stock options Equity Awards shall immediately vest (and any payments in respect of restricted stock units or cash attributable to the value of stock shall be made no later than ten (10) business days after the Termination Date) and, as applicable, become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such all vested sharesEquity Awards in the nature of stock options or similar rights; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement the Equity Plans and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Equity Plans shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv5(b)(iv) modify or extend the Expiration Date expiration date of any stock option Equity Award as set forth in such stock option agreement.the applicable Equity Plan; and
Appears in 1 contract
Samples: Employment Agreement (Infospace Inc)
Termination by Company Without Cause. The Termination by Employee for Good Reason, Non-Renewal by Company may terminate - Severance: If Company terminates Employee’s employment without Cause upon thirty and not by reason of death or disability or if Employee terminates for Good Reason or if Company gives notice of non-renewal under Section 1, Company will pay the accrued and unpaid base salary through the termination date and any payments required under applicable employee benefit plans (30) days written notice to other than plans which provide for severance or Company: HW Employee: NM termination payments). If Employee’s employment with the Company is terminated by the Company without CauseIn addition, and if Employee signs and does not revoke a ReleaseSeverance Agreement and General Release of claims in a form satisfactory to Company, then Employee shall be entitled to the following:
Company will pay Employee, in periodic payments in accordance with ordinary payroll practices and deductions, (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual current base salarysalary for 18 months, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one12-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% months of Employee’s annual bonus rateTarget Bonus, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) a pro rata portion of Employee’s Target Bonus for the fiscal year in which Employee's termination occurs paid in a lump sum at the same level of health (i.e.time bonuses are paid to Company’s other similarly situated employees, medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Biv) a lump sum cash payment, less applicable withholdings and other ordinary payroll deductions, which is equal to the applicable premium cost for twelve (12) months of continued Company group health coverage for Employee elects continuation coverage and any spouse and dependents (“Family Members”) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”), within based on Employee’s elections with respect to health coverage for Employee and Employee’s Family Members in effect immediately prior to Employees termination (which amount will be based on the time period prescribed pursuant to COBRApremium for the first month of COBRA coverage). The Company shall continue lump sum COBRA payment will be made on the same date that the first Severance payment is paid and will be paid regardless of whether Employee elects COBRA continuation coverage. If Employees chooses to provide elect COBRA, Employee with Company-paid health coverage until must do so within 60 days of the earlier of later of: (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, furnished the election notice or (zii) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable date Employee loses coverage, and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions be solely responsible for payment of any premiums due with respect to such stock option agreement and coverage. The payments made pursuant to this Agreement, section are referred to as (the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify “Severance Payments” or extend the Expiration Date of any stock option as set forth in such stock option agreement“Severance Pay Period”).
Appears in 1 contract
Termination by Company Without Cause. The Company may shall have the unilateral right to terminate EmployeeExecutive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company and this Agreement at any time without Cause, and Employee signs and does not revoke a Releasewithout notice, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than sole and absolute discretion. Any such termination without Cause shall not constitute a breach of any term of this Agreement, express or implied, or a wrongful deprivation of Executive’s office or position. During the CompanyTerm, if the Company terminates Executive’s first regular payroll date following the Termination Date;
employment without Cause, either prior to a Change in Control (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1the CIC Agreement) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have more than twelve (12) months following a Change in Control (as defined in the CIC Agreement), and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive cash severance installment payments in an aggregate amount equal to twelve months annual base salary in effect at the time of Termination, less applicable withholdings (“Severance”), being paid in eleven (11) monthly pro-rata installments with the first installment of Severance being paid on the 60th day after Executive’s “separation from service” (within the meaning of Code Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date and (ii) the vesting of fifty percent 50% of the unvested portion of the Stock Option granted to exercise such vested shares; provided, however, that in Executive pursuant to Section 2(c) which is then held by Executive on Executive’s date of termination of employment. If the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended Company terminates Executive’s employment without Cause within twelve (12) month exercise period specified months following a Change in this Section 6(b)(ivControl (as defined in the CIC Agreement) modify and Executive’s employment is not terminated due to death or extend the Expiration Date of any stock option Disability (as defined below), Executive will be eligible to receive severance pay as set forth in such stock option agreementthe CIC Agreement and not under this Agreement. Executive’s eligibility to receive the Severance set forth in this Section 4(b) is conditioned on Executive having first timely signed and not revoked a release agreement in the form attached as Exhibit A. If the Company terminates Executive’s employment and this Agreement without Cause, the Company shall have no obligation to Executive except to pay Executive the Severance in accordance with the terms hereof. For avoidance of doubt, the payments and benefits that may be provided under this Section 4(b) or under the CIC Agreement shall not be provided more than once and if payments and benefits are provided under either Section 4(b) or the CIC Agreement, then no payments or benefits will otherwise be provided again under either of these agreements. In no event will payments and benefits be provided to Executive under both this Agreement and the CIC Agreement.
Appears in 1 contract
Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(f) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid medical and dental benefits for the Executive and the Executive’s eligible family, by paying the premium for health coverage until the earlier of (y) the date Employee is no longer eligible to receive insurance continuation coverage pursuant under COBRA for the Executive and the Executive’s eligible family to COBRA, the extent the Executive elects COBRA coverage (or (z) twelve (12) months from by continuing to contribute the Termination Date.
(iv) Fifty percent (50%) employer portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following premium normally paid by the Termination Date to exercise such vested shares; providedCompany for its current employees), however, that in the event of for a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Severance Period which shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred and eighty (180) days from the earlier to occur of the date: (i) notice of termination is given pursuant to this paragraph 5(f); or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the six (6) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (15th) day of each month in the Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(f) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such stock option agreementbenefits as may be required to be extended under applicable state or Federal law.
Appears in 1 contract
Termination by Company Without Cause. The Company may shall have the right to terminate Employee’s Executive's employment hereunder without Cause (as defined below) upon thirty (30) days providing Executive with written notice thereof. Any such termination of employment shall be effective on the date specified in such notice, or if no date is specified, then upon receipt by Executive of such notice. In the event of any such termination of employment, (i) the Company shall continue to Employee. If Employee’s pay to Executive, for the period (the "Continuation Period") beginning on the effective date of such termination of employment and ending two (2) years after the effective date of such termination of employment an amount per month equal to one-twelfth of Executive's then Annual Salary during the Continuation Period in accordance with the Company is terminated by provisions of Section 3 hereof; (ii) throughout the Company without CauseContinuation Period, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to continued participation under all Fringe Benefit programs in which he participates in accordance with the following:
terms thereof to the extent such participation is allowed pursuant to the terms thereof and applicable law with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company, or if Executive is not allowed continued participation pursuant to the terms thereof and applicable law, then under another reasonably equivalent plan providing for the same or similar coverage but with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company; (iiii) a one-time “lump sum” payment the Company shall pay to Executive his unpaid Annual Salary, if any, earned prior to the effective date of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the termination of Executive's employment in accordance with the Company’s 's normal payroll policies no later than for same; (iv) the Company’s first regular payroll Company shall pay to Executive any incentive compensation payments to which Executive is entitled as of the effective date following of the Termination Date;
(ii) a one-time “lump sum” payment termination of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid Executive's employment in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Datefor same; and
and (iiiv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Company shall pay to Executive any business expenses remaining unpaid on the day immediately preceding effective date of the Termination Datetermination of Executive's employment for which Executive is entitled to be reimbursed under Section 6 of this Agreement; provided, however, that (A) the Employee constitutes without limiting any other remedy available hereunder, such payments shall immediately terminate upon a qualified beneficiary, as defined in Section 4980B(g)(1) breach or violation by Executive of the Internal Revenue Code provisions of 1986Sections 7, as amended; and (B) Employee elects continuation coverage 8, 9 or 10 hereof and, in such event, the Company shall be entitled, in addition to any other remedies it may have, to reimbursement from Executive of the amount paid by the Company to Executive during the Continuation Period pursuant to subparagraph (i) above. Notwithstanding anything in this Agreement to the Consolidated Omnibus Budget Reconciliation Act of 1985contrary, as amended (“COBRA”), if the Company terminates the Executive without cause within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that 30 days after a Change in the event of a conflict between the terms and conditions of any such stock option agreement and this AgreementControl, the terms and conditions of this Agreement shall prevail unless the conflicting provision(sExecutive will be entitled to be paid his salary for two (2) years as provided for in any such stock option agreement shall be more favorable to Employee in which case the provision(sSubparagraph 12(a)(i) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementabove.
Appears in 1 contract
Samples: Employment Agreement (Allied Healthcare Products Inc)
Termination by Company Without Cause. The Company may shall have ------------------------------------ the right to terminate Employee’s Executive's employment hereunder without Cause (as defined below) upon thirty (30) days providing Executive with written notice thereof. Any such termination of employment shall be effective on the date specified in such notice, or if no date is specified, then upon receipt by Executive of such notice. In the event of any such termination of employment, (i) the Company shall continue to Employee. If Employee’s pay to Executive, for the period (the "Continuation Period") beginning on the effective date of such termination of employment and ending two (2) years after the effective date of such termination of employment, an amount per month equal to one-twelfth of Executive's then Annual Salary during the Continuation Period in accordance with the Company is terminated by provisions of Section 3 hereof; (ii) throughout the Company without CauseContinuation Period, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to continued participation under all Fringe Benefit programs in which he participates in accordance with the following:
terms thereof to the extent such participation is allowed pursuant to the terms thereof and applicable law with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company, or if Executive is not allowed continued participation pursuant to the terms thereof and applicable law, then under another reasonably equivalent plan providing for the same or similar coverage but with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company; (iiii) a one-time “lump sum” payment the Company shall pay to Executive his unpaid Annual Salary, if any, earned prior to the effective date of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid the termination of Executive's employment in accordance with the Company’s 's normal payroll policies no later than for same; (iv) the Company’s first regular payroll Company shall pay to Executive any incentive compensation payments to which Executive is entitled as of the effective date following of the Termination Date;
(ii) a one-time “lump sum” payment termination of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid Executive's employment in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Datefor same; and
and (iiiv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee Company shall pay to Executive any business expenses remaining unpaid on the day immediately preceding effective date of the Termination Datetermination of Executive's employment for which Executive is entitled to be reimbursed under Section 6 of this Agreement; provided, however,that without -------- -------- limiting any other remedy available hereunder, that (A) the Employee constitutes such payments shall immediately terminate upon a qualified beneficiary, as defined in Section 4980B(g)(1) breach or violation by Executive of the Internal Revenue Code provisions of 1986Sections 7, as amended; and (B) Employee elects continuation coverage 8, 9 or 10 hereof and, in such event, the Company shall be entitled, in addition to any other remedies it may have, to reimbursement from Executive of the amount paid by the Company to Executive during the Continuation Period pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended subparagraph (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Dateabove.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Samples: Employment Agreement (Allied Healthcare Products Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment at any time without Cause upon thirty (30) days written notice to EmployeeCause. If the Company terminates Employee’s employment without Cause, the Company’s only obligations shall be: (a) to provide Employee with the same payments and benefits as would be provided if the Company is had terminated Employee’s employment for Cause; and (b) if Employee executes a general release of claims in a form reasonably required by the Company without Cause(“Release Agreement”) within sixty (60) days after Employee’s Separation Date, and Employee signs and does not revoke a Release, then Employee payment of “Severance” which shall be entitled equal to the following:
(i) a one-time “lump sum” sum payment of severance pay Twelve (less applicable withholding taxes12) in an amount equal to months of Employee’s annual base salaryBase Salary at Employee’s then-current rate, as then in effectplus one additional month of Employee’s Base Salary for every year of service completed since June 7, 2019, not to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateexceed a total of twenty-four (24) months;
(ii) a one-time “lump sum” sum payment of severance pay (less applicable withholding taxes) in an amount equal to 100% any Discretionary Bonus for the prior calendar year already determined by the Board of Employee’s annual bonus rateDirectors of Edesa, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andbut not yet paid;
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect a lump sum payment for Employee’s potential Discretionary Bonus for the Employee current calendar year (and the prior calendar year if no Discretionary Bonus for the prior calendar year has already been determined by the Board of Directors of Edesa), prorated over the Employee’s length of service in the calendar year in which her employment was terminated, based on an average of the day Discretionary Bonuses paid or payable for the two years immediately preceding the Termination Datetermination (or based on the last Discretionary Bonus determined by the Board of Directors where such bonus has only been determined for one calendar year). Severance shall be paid no later than 14 calendar days after the date on which the Release Agreement becomes effective; providedexcept that, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue not be obligated to provide pay Severance before Employee complies with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Dateher obligations under Section 7.5.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If EmployeeSuch termination shall constitute the Executive’s resignation from the Boards and termination of his employment with the Company on the 30th day following the Executive’s receipt of such notice. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon his last day of employment. Subject to Section 5(l) below, if the Executive’s employment is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual base salaryhis Base Salary for a period of twenty four (24) months following the Separation From Service (the “Severance Period”), as then in effect, with such amount to be paid to the Executive in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datesubstantially equal installments bi-weekly;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall receive an amount equal to 100% of Employee’s annual bonus ratetwo (2) times his Target Bonus, as then in effect, with said amount to be paid to the Executive over a period of twenty four (24) months in 24 equal installments, with each payment being made on the first business day of each calendar month, with the first payment being made in the month following the month in which the Separation From Service occurs;
(iii) The Executive shall receive a lump sum payment for his annual bonus (as contemplated under Section 4(b) of this Agreement), which shall be equal to the product of (A) the Target Bonus for the bonus year in which the Executive’s Separation From Service occurs multiplied by (B) a fraction, the numerator of which will be the number of days elapsed from the beginning of the annual bonus determination period to the date of the Separation From Service, and the denominator of which will be 365, payable within 30 days following the date the Separation From Service occurs, with such payment date within such time period within the Company’s sole discretion;
(iv) During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s (including his dependents’) group health plan (including medical and dental) coverage by contributing an amount equal to the amount paid by the Company towards its “group health plans” (within the meaning of ERISA) for active Company employees towards the Executive’s (including his dependents’) COBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period, provided that, to the extent COBRA continuation coverage eligibility expires before the end of the Severance Period, the Executive will receive payment, on an after-tax basis, of an amount equal to the premium the Company would have otherwise contributed to COBRA coverage pursuant to this Section 5(e)(iv); provided that to the extent that the foregoing medical and dental benefits are taxable to the Executive, any medical or dental reimbursements shall be paid to the Executive promptly but in all events on or before the last day of the Executive’s taxable year following the taxable year in which the expense is incurred and provided further that any tax gross-up payment to the Executive pursuant to this Section 5(e)(iv) shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the Executive (or the Company) remits the related taxes;
(v) Any Equity Award and outstanding LTI Award held by the Executive as of the effective date of his termination will immediately become fully vested as of such date and, as applicable, stock options subject to such awards shall remain exercisable for the period beginning on the effective date of the Executive’s termination and ending on the sooner of twenty four (24) months from the effective date of the Executive’s termination, the latest date upon which the award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the award, and any Cash LTI shall be paid within 30 days following the date the Separation from Service occurs;
(vi) (A) if terminated prior to June 30, 2011, the Incremental Capstone will immediately become fully vested as of the effective date of termination, as if Executive remained continuously employed by the Company through June 30, 2011, (B) if terminated prior to June 30, 2012, Executive will be entitled to receive, within thirty (30) days of such termination, payment in the amount of Cash LTI, fully vested, that would have been granted if Executive had remained employed by the Company through June 30, 2012 (based on his Base Salary in effect at the time of termination), and (C) Executive shall receive, at the time annual LTIP awards are made, the pro rata portion of the Plan LTI (determined using a fraction the numerator of which will be the number of days elapsed from the beginning of the applicable fiscal year to the date of termination, and the denominator of which will be 365) that would have been granted in accordance with Section 4(i), if any, if Executive remained employed by the CompanyCompany until the end of the fiscal year that includes the date of termination, with any time based vesting criteria (but not performance vesting criteria) deemed to be satisfied and stock options subject to such Plan LTI award remaining exercisable for the period beginning on the effective date of the Executive’s normal payroll policies no later than termination and ending on the Companysooner of twenty four (24) months from the effective date of the Executive’s first regular payroll termination, the latest date following upon which the Termination Datestock option would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the stock option; and
(iiivii) The Accrued and Other Obligations (as defined in Section 5(c) above). The benefits and compensation described in Sections 5(e)(i) through (vi) that the same level Executive shall receive is referred to jointly herein as the Severance Compensation. The Company shall not be obligated to pay or provide to the Executive any Severance Compensation due and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Datethis Agreement; provided, however, that (A) before the Employee constitutes a qualified beneficiaryCompany ceases paying or providing any such Severance Compensation, as defined in Section 4980B(g)(1) the Company shall give the Executive written notice of the Internal Revenue Code of 1986event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Severance Compensation shall continue to be paid or provided as amended; set forth herein. Whether the Executive has willfully and (B) Employee elects continuation coverage pursuant materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Severance Compensation shall be paid to the Consolidated Omnibus Budget Reconciliation Act of 1985Executive until he executes and delivers to the Company, as amended (“COBRA”), within and does not revoke in the time period prescribed pursuant provided therein, the release attached hereto as Exhibit A. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to COBRAexecute and promptly deliver the Release attached hereto as Exhibit B to the Executive. The Company If the Executive delivers and does not revoke the Release in the time period provided therein, the Severance Compensation shall continue be due and payable to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shareshim; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. The parties hereto acknowledge that the Severance Compensation to be provided under this Section 5(e) is to be provided in consideration for the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified release. The Severance Compensation described in this Section 6(b)(iv5(e) modify supersedes any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive acknowledges and agrees that he is not eligible to receive any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.
Appears in 1 contract
Termination by Company Without Cause. The Company may in its sole discretion terminate EmployeeExecutive’s employment at any time without Cause upon cause. In such an event, the following terms will apply:
i. Company shall pay Executive severance compensation equal to Executive’s Base Salary for the longer of one year or the remaining initial term of this Agreement which shall be payable ratably over the period of time during the Restricted Period, as defined in Section 7 of this Agreement, payable in equal installments in accordance with Company’s standard payroll practice, less legally required withholdings and deductions, provided, however, that all payments of severance compensation for the first six (6) months after the Termination Date (the “Deferral Period”) shall be withheld by Company and not paid to Executive until after the end of the Deferral Period, at which time all payments attributable to the Deferral Period (the “Deferred Amounts”) shall be paid to Executive in a lump sum, less required deductions and withholdings. Payment of the Deferred Amounts shall be made before the end of the Deferral Period in the event of (A) Executive’s death or (B) a determination by Company’s counsel that such an earlier payment of the Deferred Amounts will not be subject to the additional tax imposed by Section 409A of the Internal Revenue Code, as amended (the “Code”) or any successor provision of the Code. If and to the extent that any other payments or benefits to Executive are triggered by the termination of Executive’s employment and would be, in the Company’s judgment, subject to the additional tax imposed by Code Section 409A, then such other payments and benefits will also be treated as Deferred Amounts under this subparagraph. The parties further agree to cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in any such tax being imposed. In any event, however, Company shall not be required to make any payments of severance compensation or other post-termination benefits under this Agreement until such time as Executive shall deliver to Company a complete release of any claims against Company, its officers, directors, employees, agents or affiliates arising out of or related, directly or indirectly, to his employment by Company or Bank or this Agreement, provided, however, that no such release shall operate to release, waive or limit Executive’s rights to continuing coverage under Company’s directors and officers insurance under Section 6 of this Agreement or to indemnification and advancement of expenses from Company under the Indemnification Agreement between Company and Executive attached hereto as Exhibit A or otherwise.
ii. If and to the extent that Executive remains eligible after such termination to receive cash bonuses under the terms of Company’s Executive Incentive Plan, as it is in effect at the time of Executive’s termination without cause, on account of services provided to Company by Executive prior to the date of such termination, then Executive shall be awarded and paid a cash bonus in accordance with the terms of the Executive Incentive Plan, proportionately reduced to reflect any partial year of employment, which bonus, if awarded, will be treated as Deferred Amounts and withheld for the Deferral Period if and to the extent required by the terms of the preceding paragraph i.
iii. Company shall continue to provide to Executive and his family, at Company’s expense, for the maximum period permitted by COBRA, all health insurance and other benefits described in Section 3 above that are subject to COBRA, on the same terms and conditions, and at the same cost, if any, to Executive, as such benefits had been provided to Executive before the Termination Date.
iv. Company shall permit Executive to exercise all options to purchase Company’s stock that had vested as of the Termination Date for a period of thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following after the Termination Date to exercise or such vested shares; longer period as may be permitted by the Plan, the Special Plan or Company’s Compensation Committee, provided, however, that in the any event Executive’s exercise of a conflict between the terms options and conditions sale of Company stock shall at all times be subject to all restrictions made applicable by any securities law or regulation to persons holding positions such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementExecutive holds with Company.
Appears in 1 contract
Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following:
(i) a one-time continued base salary for six (6) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of six (6) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the RSU Grant and the RSUs shall be settled in accordance with the terms of the applicable grant agreement (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii).
(ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non-CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and conditions the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any such stock option agreement time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to Executive, and this Agreement(3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive Executive’s continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.
Appears in 1 contract
Samples: Executive Employment Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty If the Executive's Date of Termination occurs under circumstances described in paragraph 3(g) (30) days written notice relating to Employee. If Employee’s employment with the Company is terminated termination by the Company without Cause), if the Executive resigns for Good Reason, or if the Executive resigns in accordance under circumstances described in paragraph 3(f) (relating to termination following a Change in Control), then, subject to paragraph 2(e), paragraph 4(e), and Employee signs except as otherwise agreed in writing between the Executive and does not revoke a Releasethe Company, then Employee the Executive shall be entitled to benefits in accordance with paragraphs (i) through (viii) below, determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination:
(i) The Executive shall be entitled to the salary amount described in paragraph 2(c), as in effect on his Date of Termination, determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination.
(ii) The Executive shall be entitled to the bonus payments described in paragraph 2(d), determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination; provided that the Executive will be entitled to a pro-rata payment for the performance period that includes the two-year anniversary of the Date of Termination. In determining the amount of the bonus payable under this paragraph (ii), the performance through the end of the performance period shall be extrapolated based on the performance through the Date of Termination.
(iii) The Executive shall be entitled to the Long-Term Incentive Share Award described in paragraph 2(e) based on the actual performance for the applicable period(s), determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination; provided that the Executive will be entitled to a pro-rata payment for the performance period that includes the two-year anniversary of the Date of Termination. In determining the amount of the Long-Term Incentive Share Award payable under this paragraph (iii), the performance through the end of the performance period shall be extrapolated based on the performance through the Date of Termination.
(iv) The Executive shall be entitled to the SIP award described in paragraph 2(f) based on the actual performance for the applicable period(s), determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination; provided that the Executive will be entitled to a pro-rata payment for the performance period that includes the two-year anniversary of the Date of Termination. In determining the amount of the SIP award payable under this paragraph (iv), the performance through the end of the performance period shall be extrapolated based on the performance through the Date of Termination.
(v) The Executive shall be entitled to the life insurance coverage described in paragraph 2(h), determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination.
(vi) The exercise restrictions with respect to stock options shall lapse as of the Date of Termination; provided, however, that with respect to stock options granted pursuant to paragraph 2(a)(ii), the lapse of restrictions shall apply only to non-performance exercise restrictions. The performance-related exercise restrictions with respect to stock options granted pursuant to paragraph 2(a)(ii) shall lapse to the extent that the Board, in its discretion, determines that the lapse is appropriate; provided that such determination by the Board shall be based on such factors as the Board determines to be appropriate, including the progress toward the performance goals that have been achieved as of the Date of Termination.
(vii) The portion of any stock option granted to the Executive that is exercisable immediately prior to the Date of Termination, as well as the portion of any stock option that becomes exercisable by reason of this paragraph (b), shall remain exercisable for five years after the Date of Termination, but in no event later than the date fixed for expiration of the option (determined without regard to Executive's termination of employment).
(viii) The pension benefits described in paragraph 2(i) shall be vested as of the Date of Termination, provided that the Executive shall not accrue additional pension benefits for periods after the Date of Termination, and the retiree medical benefit described in the final sentence of paragraph 2(j) (relating to employee contributions) shall be determined as though the Executive had continued in the employ of the Company for the period continuing through the second anniversary of the Date of Termination.
(ix) The Executive shall be entitled to any additional benefits that would have been provided to him pursuant to paragraph 2(m), determined as though he had continued to be employed by the Company for the period continuing through the second anniversary of the Date of Termination; provided that this paragraph (ix) shall not apply to stock options, security protection, vacation, perquisites, expense reimbursement, or any benefits that are subject to the foregoing provisions of paragraphs 4(b)(i) through 4(b)(viii). Payments and benefits due under this paragraph 4(b) shall be subject to the following:
(iI) a one-time “lump sum” payment Subject to the following provisions of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salarythis paragraph 4(b)(I), as then in effect, benefits to be paid in accordance with provided under the foregoing provisions of this paragraph 4(b) shall be provided at the time they would have been provided if the Executive continued to be employed by the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that the amounts payable in accordance with paragraphs 4(b)(i), (Aii) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Biii) Employee elects continuation coverage pursuant shall be distributed to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)Executive, within 10 business days following the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee Date of Termination, in a lump sum payment, with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, actuarial or (z) twelve (12) months from the Termination Datepresent value reduction for accelerated payment.
(ivII) Fifty percent (50%To the extent that benefits distributable under this paragraph 4(b) would be distributable in Company Stock, or the amount of such benefit would be based on the value of Company stock, the Company may satisfy its obligation under this paragraph 4(b) by providing a cash payment equal to the value of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve benefit. Except as otherwise provided in this paragraph (12) months following II), to the Termination Date to exercise such vested shares; provided, however, extent that the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the event of a conflict between the terms and conditions of any such stock option agreement and this AgreementCompany, the terms and conditions of Company may satisfy its obligation under this Agreement shall prevail unless paragraph 4(b) by distributing cash to the conflicting provision(s) in any such stock option agreement shall Executive equal to the cost that would be more favorable incurred by the Executive to Employee in which case replace the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementbenefit.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without terminates other than voluntarily or for Cause, and Employee signs and does not revoke a Release, then then, subject to Employee’s compliance with Section 9, Employee shall be entitled to the followingto:
(i) a one-time “lump sum” payment Receive continuing payments of severance pay (less applicable withholding taxes) in an amount at a rate equal to Employee’s annual his base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to salary and 100% of Employee’s his annual bonus rate, as then in effect, for a period of twelve (12) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andpolicies.
(iiiii) the The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateday of the Employee’s termination of employment; provided, however, that (Aa) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bb) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zii) twelve (12) months from the Termination Datetermination date.
(iviii) Fifty percent (50%) Any unvested portion of the Employee’s then unvested stock options First and Second Options shall immediately vest and become exercisable as to that number of shares that would have vested had Employee remained a full-time employee with the Company through the twelve (12) month period following the termination date and Employee shall have twelve (12) months following the Termination Date termination date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Samples: Employment Agreement (Infospace Inc)
Termination by Company Without Cause. (i) The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in Section 5(c)(ii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to the following:
(i) a one-time continued base salary for nine (9) months following date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxesSeverance Period”) in an amount equal paid pursuant to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s 's normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
practices; and (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxesif Executive and/or Executive’s covered dependents timely elect(s) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive health care continuation coverage pursuant to COBRA, the total monthly cost of coverage for Executive (and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period (ztogether, the “Non-CIC Termination Compensation”). Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall receive the Non-CIC Termination Compensation as described above except that the Severance Period shall equal twelve (12) months from in lieu of nine (9) months, (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and (iii) Executive shall become fully vested in the Option Grant and the RSU Grant (together, the “CIC Termination DateCompensation”). The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii).
(ivii) Fifty percent Executive shall not be entitled to any Non-CIC Termination Compensation or CIC Termination Compensation unless (50%A) Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement signed by Executive, including those contained in this Agreement (the Employee“Restrictive Covenants”) and (B) Executive executes and delivers to the Company, and does not revoke a separation agreement and general release in form and substance reasonably acceptable to the Company within thirty (30) days after Executive’s then unvested stock options separation date, by which Executive releases the Company from any obligations and liabilities of any type whatsoever, except for the Company’s obligations with respect to, as applicable, the Non-CIC Termination Compensation or the CIC Termination Compensation (the “Release”). Such Release shall immediately vest and become exercisable and Employee not affect Executive’s right to indemnification, if any, for actions taken within the scope of Executive’s employment. The Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, shall have twelve (12) months begin, or if lump-sum, be paid on the first payroll following the Termination Date to exercise such vested sharesRelease becoming irrevocable; provided, however, that if the thirty (30) day period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then the Company shall pay the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, starting in the event second of a conflict between such taxable years, regardless of which taxable year Executive actually delivers the terms executed Release to the Company. The Parties hereto acknowledge that the Non-CIC Termination Compensation and conditions the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release. If Executive breaches any of the Restrictive Covenants at any such stock option agreement time during the Severance Period, (1) the Company will have no further obligation to pay Executive any unpaid Non-CIC Termination Compensation or CIC Termination Compensation, as applicable, (2) Executive must repay any portion of the Non-CIC Termination Compensation or the CIC Termination Compensation, as applicable, already paid to him, and this Agreement(3) the Company may take any additional action to enforce its rights under the Restrictive Covenants. Finally, if Executive becomes employed during the terms and conditions of this Agreement shall prevail unless Severance Period, Executive will no longer be entitled to receive his continued base salary from the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementCompany.
Appears in 1 contract
Samples: Executive Employment Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Termination by Company Without Cause. The Company may at any time terminate Employeethe Term and Executive’s employment hereunder without Cause upon thirty (30) days written notice and other than due to Employeedeath or Disability). If EmployeeCompany terminates the AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT/XXXXXXX — Page 3 Term and Executive’s employment with hereunder pursuant to this Section 4(a) prior to end of the Term, as the same may have been extended or renewed pursuant to Section 2, Company is terminated by the Company without Causeshall pay Executive all accrued but unpaid Base Salary, and Employee signs any earned but unpaid Discretionary Bonus for the prior year, if any, (“Accrued Compensation”) as soon as reasonably practicable following such termination. In addition, and does not revoke subject to Section 7, Company shall also pay Executive a Release, then Employee shall be entitled severance payment (the “Severance Payment”) equal to the following:
greater of the amount of Base Salary through the end of the Term or one (1) times the sum of (i) a one-time “lump sum” payment of severance pay Executive’s then annual Base Salary plus (less applicable withholding taxesii) in an amount equal to EmployeeExecutive’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect Discretionary Bonus for the Employee on the day immediately preceding the Termination Date; providedfiscal year. In addition, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between termination pursuant to this Section 4(a) or Section 4(c) below, any unvested stock options or other equity-awards granted to Executive under any plan, initiative, or award plan previously or subsequently adopted by Company that are outstanding as of the terms date of such termination shall become fully vested and conditions nonforfeitable. However, notwithstanding any other provision of this Section 4(a), any such stock option agreement and this Agreement, options granted to Executive that remain unexercised as of the date of their expiration will expire in accordance with the terms of the applicable plan and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such relevant stock option agreement. Subject to Sections 4(j) and 7, the Severance Payment will be paid out in bi-weekly payments over a period of one (1) year in accordance with the ordinary payroll practices and deductions of Company.
Appears in 1 contract
Samples: Chief Executive Officer Employment Agreement (Ennis, Inc.)
Termination by Company Without Cause. The Upon written notice, the Company may terminate Employeethe Executive’s employment hereunder without Cause. Upon the termination by the Company of the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to the following:
her Accrued Benefits and (i) continuation of her Base Salary for a one-time period of six (6) months from the effective date of such termination (the “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salarySeverance Period), as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
schedule “Salary Continuation”), and (ii) a one-time “lump sum” payment continued vesting of severance pay shares subject to the Options on the same basis as if the Executive were employed by the Company during the Severance Period. The Executive shall not be required to mitigate damages or seek employment during the Severance Period and any earnings by the Executive during the Severance Period shall not reduce the Severance Pay or affect the obligations of the Company with respect to the Severance Pay. Notwithstanding anything in this Employment Agreement or the Stock Option Certificate and Agreement (less applicable withholding taxesattached as Exhibit A) in an amount equal to 100% of Employee’s annual bonus rate, as then in effectthe contrary, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in extent required by Section 4980B(g)(1409A(a)(2)(B)(i) of the Internal Revenue Code of 1986(the “Code”) and the regulations and guidance issued thereunder, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) if on the date Employee of termination of the Executive’s employment any stock of the Company is no longer eligible to receive continuation coverage pursuant to COBRApublicly traded on an established securities market or otherwise and the Executive meets the definition of “specified employee” under Section 409A(a)(2)(B)(i) of Code, or the Severance Pay shall not commence before the date which is six (z) twelve (126) months from after the Termination Date.
(iv) Fifty percent (50%) date of the EmployeeExecutive’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve separation from service (12) months following or, if earlier, the Termination Date to exercise such vested sharesdate of the Executive’s death); provided, however, that any Severance Pay the Executive would have otherwise received but for the six (6) month delay in the event commencement of payment shall be paid (or in the case of Options, shall vest) in a conflict between single lump sum on the terms date the payment would not violate Section 409A(a)(2)(B)(i), and conditions the remaining Severance Pay shall be in accordance with this Section 5(d). The Executive shall not be entitled to any amounts to be provided under this Section other than her accrued but unpaid Base Salary through the effective date of any such stock option agreement termination of her employment and her unpaid Accrued Benefits unless the Employee executes and delivers to the Company a release substantially in the form attached hereto as Exhibit B. The parties hereto acknowledge that the additional payments of benefits to be provided under this Agreement, Section are to be provided at least in part in consideration for the terms above-specified release and conditions the restrictions set forth in Section 5(h) of this Agreement and that the Severance Pay shall prevail unless immediately cease upon violation by the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date Executive of any stock option as set forth of the restrictions referred to in such stock option agreementSection 5(h).
Appears in 1 contract
Samples: Employment Agreement (Cross Match Technologies, Inc.)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause (as defined in Section 8(d) below) immediately upon written notice by paying Executive a severance amount equal to two (2) times Executive’s Base EMPLOYMENT AGREEMENT - 5 Salary in equal monthly installments over a period of two (2) years from his termination date (the “Severance”). Additionally, within thirty (30) calendar days written notice after his termination date, Executive shall receive his accrued Base Salary earned through the termination date. The Severance shall not be paid or payable to Employee. If EmployeeExecutive unless and until Executive timely executes an agreement releasing the Company and its affiliates from any and all known and unknown claims related to Executive’s employment with the Company is terminated or termination of employment in a form requested by the Company without CauseCompany, and Employee signs such agreement becomes effective and does not revoke a Release, then Employee revocable. Executive shall be entitled become fully vested in any unvested Option or Additional Option granted to Executive and he shall have the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal right to Employee’s annual base salary, as then in effect, to be paid exercise any such Option or Additional Option in accordance with the Company’s normal payroll policies no later than terms of the Plan and applicable option agreement(s). If Executive is a “specified employee” of the Company or its successor (as determined by the Company’s “specified employee” policy, or if no such policy has been established, as determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i)), then Executive shall not receive payments during the six (6) month period immediately following his termination date in excess of the lesser of (x) the amounts payable in accordance with the Severance described in Section 8(c) or (y) two (2) times the compensation limit in effect under Code Section 401(a)(17) for the calendar year in which Executive’s date of termination occurs (with any amounts that otherwise would have been payable under this Section 8(c) during such six (6) month period being paid on the first regular payroll date following the Termination Date;
lapse of six (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (126) months from the Termination Date.
(iv) Fifty percent (50%) date of the Employee’s then unvested stock options shall immediately vest termination, and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that any remaining installments payable thereafter in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in accordance with this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement8(c)).
Appears in 1 contract
Termination by Company Without Cause. The In the event the ------------------------------------ Company may terminate shall give Employee notice of termination of the Employee’s 's employment without Cause upon thirty under this Agreement pursuant to Section 4(A) (30iii):
(a) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled pay to the followingEmployee a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(i1) the sum of (x) the Employee's Base Salary through the Date of Termination to the extent not theretofore paid, (y) the product of (A) the bonus paid or payable to the Employee in respect of the last fiscal year ended prior to the Date of Termination, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months or during which the Employee was employed for less than twelve (12) full months) (such amount being referred to as the "Recent Annual Bonus") and (B) a one-time “lump sum” payment fraction, the numerator of severance pay which is the number of days in the current compensation year through the Date of Termination, and the denominator of which is 365, and (less applicable withholding taxesz) any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in an amount equal clauses (x), (y) and (z) shall be hereinafter referred to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date"Accrued Obligations"); and
(iii2) the same level amount equal to the product of health (i.e.x) the greater of (A) 48 months and (B) the number of months and portions thereof from the Date of Termination until the expiration of the term of employment hereunder (the "Continuation Period"), divided by twelve (12), and (y) the sum of (C) the Employee's Base Salary and (D) the Recent Annual Bonus;
(b) the Option shall become immediately vested and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(c) the Option and all options that are vested, but unexercised, as of the Date of Termination shall remain exercisable for the period during which they would have been exercisable absent the termination of the Employee's employment;
(d) for the duration of the Continuation Period, the Employee and the Employee's dependants shall continue to be eligible to participate in the medical, vision dental and dental) coverage health benefit plans and benefits arrangements applicable to the Employee immediately prior to the Date of Termination on the same terms and conditions as in effect for the Employee on and the day Employee's dependents immediately preceding prior to the Termination DateDate of Termination;
(e) for the duration of the Continuation Period, the Company shall maintain the Split Dollar Agreement and continue to pay all premiums due under the Split Dollar Agreement and the Insurance Policy; provided, however, that (A) upon or at any time prior to the expiration of the Continuation Period, the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) or the then owner of the Internal Revenue Code of 1986, as amended; Insurance Policy may terminate the Split Dollar Agreement and (B) Employee elects continuation coverage pursuant the Collateral Assignment Agreement by paying to the Consolidated Omnibus Budget Reconciliation Act Company an amount equal to the total amount of 1985the premiums advance by the Company (or its predecessor and its affiliates) in accordance with the Split-Dollar Agreement as of the date of termination of the Split Dollar Agreement, minus any withdrawals of cash value or loan proceeds received by the Company or its affiliated companies from the face value of the Insurance Policy and which are made to the Company or its affiliates as amended of the date of the termination of the Split Dollar Agreement (“COBRA”such payment may, in the discretion of the Employee or other owner of the policy, be made in cash or may be accomplished by means of a loan or withdrawal of cash values of the Insurance Policy which is authorized by the Employee or such other owner of the Insurance Policy) (the "Insurance Policy Buy-Out Option"); and
(f) to the extent not theretofore paid or provided, within the time period prescribed pursuant to COBRA. The Company shall continue timely pay or provide to provide the Employee with Company-any other amounts or benefits required to be paid health coverage until or provided or which the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRAunder any plan program, policy or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) practice or contract or agreement of the Employee’s then unvested stock options shall immediately vest Company and become exercisable and Employee shall have twelve (12) months following its affiliated companies through the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementTermination ("Other Benefits").
Appears in 1 contract
Samples: Employment Agreement (National Commerce Financial Corp)
Termination by Company Without Cause. The Company may terminate Employeethis Agreement and Executive’s employment hereunder without Cause Cause, effective upon thirty (30) days delivery of written notice to EmployeeExecutive given at any time during the Term (without any necessity for prior notice) provided that the Company complies with all provisions of this Agreement, including without limitation, obligations related to severance, vesting of options and continuation of benefits as set forth herein. If Employee’s employment with the Company Executive is terminated by the Company without Cause, cause and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to EmployeeCompany’s annual base salary, as revenues are less than Fifty Million Dollars ($50,000,000) then in effect, to Executive will be paid for twenty-four (24) consecutive months of Executive’s Base Salary subject to any annual, cumulative increases as provided for in paragraph 4 (a) hereinabove as well as any bonuses, stock grants (which shall fully vest and be exercisable in accordance with the non-qualified stock option agreement executed between Executive and Company) and benefits that were awarded or should have been awarded during the Initial Term but for Company’s normal payroll policies no later than the termination without cause. If Executive is terminated without cause and Company’s first regular payroll date following annual revenues are greater than Fifty Million Dollars ($50,000,000) Executive shall be paid for the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) entire Base Salary for each year that remains in an amount equal to 100% of Employee’s annual bonus ratethe Initial Term, as then in effectwell as any bonuses, to stock grants (which shall fully vest and be paid exercisable in accordance with the non-qualified stock option agreement executed between Executive and Company) and benefits that were awarded or should have been awarded during the Initial Term but for Company’s normal payroll policies termination without cause. Furthermore, in the event that Executive is terminated without cause then with respect to the Extended Term, Executive shall be paid Executive’s annual Base Salary (which shall include the annual cumulative minimum increase as set forth in this Agreement) as well as any associated bonuses, stocks and benefits if the conditions for Executive being granted the Extended Term are satisfied. Furthermore, in the event that Executive is terminated by Company without cause no later than matter if the Company’s first regular payroll date following the Termination Date; and
annual revenues are either less than, equal to or greater than Fifty Million Dollars (iii$50,000,000) the same level of health (i.e., medical, vision Executive shall have no duty to mitigate and dental) coverage Executive shall be free to accept employment from any third party and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until perform under the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as obligations set forth in such stock option agreementthis subparagraph 5 (c).
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate EmployeeExecutive without Cause immediately by giving Executive written notice of such termination. Subject to the conditions set forth in the paragraph following Section 5(e)(iii), if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Releasein addition to the Accrued Obligations, then Employee Executive shall be entitled to receive the following:
(i) a one-severance payment equivalent to one time “lump sum” (1.0x) the sum of Executive’s Base Salary and the Executive’s target Annual Bonus in effect for the year in which termination occurs. Such severance payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to shall be paid in equal installments over a one (1) year period in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll cycle and subject to applicable withholdings, with the first payment commencing upon the pay date immediately following the Termination Dateeffective date of the Release, if not timely revoked, as described in this Section 5(e), and on a continuing basis until the full amount has been paid;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision if Executive timely and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee properly elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), within the time period prescribed pursuant Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive, provided Executive was participating in in such plan immediately prior to COBRAExecutive’s termination (the “COBRA Subsidy”). The Company shall continue to provide Employee with Company-paid health coverage the COBRA Subsidy until the earlier earliest of: (i) the twelve (12) month anniversary of the Termination Date, or (yii) the date Employee Executive is no longer eligible to receive COBRA continuation coverage pursuant coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to COBRAcontinue to cover the Executive under its group health insurance plans, or (z) then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of twelve (12) months from months; and
(iii) automatic and immediate vesting of any and all then outstanding equity benefits, including without limitation, the Signing RSUs, RSUs granted pursuant to the Annual Equity Grants, and any additional RSUs granted pursuant to any other equity incentive plans as may be in effect at such time, within seven (7) calendar days of the effective date of the Release, as described in this Section 5(e). The above severance payments, COBRA Subsidy and vesting of all equity benefits under Sections 5(e)(i) through (iii) are collectively referred to as the “Termination Compensation”. Executive shall not be entitled to the Termination Date.
(ivCompensation, pursuant to this Section 5(e) Fifty percent (50%) or any other provision of Section 5 hereof, unless and until Executive executes a separation and release agreement which shall include a full waiver and general release of claims in favor of the Employee’s then unvested stock options shall immediately vest Company, in substantially the form and become exercisable substance attached hereto as Exhibit B (the “Release”), and Employee shall have twelve such Release becoming effective, if not timely revoked under the terms thereof, within fifty-two (1252) months days following the Termination Date (the “Release Execution Period”). Such release shall not affect Executive’s right to exercise such vested shares; provideda defense by legal counsel and indemnification, howeverif any, that for actions taken within the scope of Executive’s employment. If the Release Execution Period straddles two taxable years of Executive, then the Company shall pay the Termination Compensation starting in the event second of a conflict between such taxable years (with any missed severance payments being paid to the terms and conditions of any such stock option agreement and this Agreement, Executive on the terms and conditions of this Agreement shall prevail unless first payroll date occurring in the conflicting provision(ssecond calendar year). The Parties hereto acknowledge that the Termination Compensation to be provided under Section 5(e)(i) is to be provided in any such stock option agreement shall be more favorable to Employee in which case consideration for the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period above-specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementRelease.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment Termination By Employee with the Company is terminated by the Company without Cause, and Employee signs and does not revoke Good Reason in connection with a Release, then Employee shall be entitled to the following:Change in Control.
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, If Company terminates employment without Cause or as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code end of 1986, as amended; and (B) Employee elects continuation coverage the Employment Period following Company issuing a written notice of non-renewal of this Agreement pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRASection 1, or if Employee terminates employment with Good Reason, during the ninety (z90) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have days prior or twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that a Change in Control (as defined in the event iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan) (or otherwise prior to a Change in Control but after the execution of a conflict between definitive agreement which results in a Change in Control) (each, a “CIC Termination”), Company will pay the terms accrued and conditions unpaid Base Salary through the termination date determined by Company, unpaid prior year bonus, if any, and any payments required under applicable employee benefit plans.
(ii) In addition, subject to Section 8(e)(iii) below, Company will pay (w) an amount equal to 24 months of Employee’s current Base Salary; (x) an amount equal to one and one-third (1⅓) times the COBRA Amount; (y) an amount equal to two (2) times Employee’s Target Annual Bonus for the year in which termination occurs; and (z) the Pro-Rata Bonus, the “CIC Severance Payment”). Subject to Section 8(e)(iii) below, to the extent that Employee’s Equity Awards do not otherwise vest in connection with a Change in Control or a qualifying termination thereafter in accordance with their terms, Company shall provide Employee with the Additional Vesting.
(iii) Payment of the CIC Severance Payment and the Additional Vesting, if applicable, shall be subject to and conditioned upon Employee’s execution and non-revocation of the Release, which shall be provided by Company to Employee no later than five (5) business days following Employee’s termination. Company will pay Employee the CIC Severance Payments in a lump sum on Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in the Release) or if later, the closing of the Change in Control.
(iv) Company agrees that Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by Company and that if Employee becomes eligible to participate in other health and/or welfare plans, such eligibility alone shall not affect Employee’s and Employee’s eligible dependents’ entitlement to continued participation in any group health, dental and vision insurance plans in which Employee and Employee’s eligible dependents are then enrolled. Except as hereinafter provided in Section 8(e)(v), the amount of any such stock option agreement and this Agreement, the terms and conditions of payment or benefit provided for in this Agreement shall prevail unless not be reduced by any compensation earned by Employee as the conflicting provision(sresult of employment through self-employment or by another employer, by retirement benefits, by unemployment compensation, by offset against any amount claimed to be owed by Employee to Company, or otherwise.
(v) To the extent that Employee terminates employment pursuant to Section 8(d), and subsequently becomes eligible for payments under this Section 8(e), the amount payable pursuant to this Section 8(e) shall be reduced by any payments previously made pursuant to Section 8(d), and, if a Release had been executed previously, Employee shall not be required to execute any additional Release. If a CIC Termination occurs prior to a Change in Control under this Section 8(e), the parties shall determine in good faith to what extent the severance payments under this Section 8(e) may be made in a lump sum or require continued installments under Section 8(d) in any such stock option agreement shall be more favorable order to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this satisfy Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.409A.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employeethe Executive’s employment hereunder at any time without Cause upon thirty (30) days written notice to Employee. If Employee’s employment cause by providing them with the Company is terminated by the Company without CauseAccrued Entitlements, and Employee signs and does not revoke a Release, then Employee shall be entitled in addition to either (i) or (ii) of the following:
(i) If the termination occurs outside of the Change in Control Period (as defined below), the Company shall pay the Executive twelve (12) months of the Executive’s Base Salary in lieu of notice and severance (if applicable) by salary continuance, accrued vacation pay up to and including the minimum statutory notice period, any Bonus entitlement for the preceding year (if not yet paid), a onepro-time “lump sum” payment rated Bonus based on the number of severance months the Executive was actively employed up to the Date of Termination, and continue to pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid premiums and continue all benefits coverage in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage plans until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (zi) twelve (12) months from the Date of Termination, or (ii) the date that the Executive replaces such coverage by securing alternate employment. The Company confirms that all benefits will be continued at least for the minimum period required by the ESA regardless of when the Executive finds alternate employment. The Executive will be entitled to stock options and stock-based awards as detailed in the Equity Documents.
(ii) If the Date of Termination is within twelve (12) months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”), the Company shall pay the Executive twelve (12) months of the Executive’s Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) in lieu of notice and severance (if applicable) in the most tax effective manner, accrued vacation pay up to and including the minimum statutory notice period, any Bonus entitlement for the preceding year (if not yet paid), a pro-rated Bonus calculated at target for the then-current year, and continue to pay premiums and continue all benefits coverage in accordance with the terms of the plans until the earlier of (i) twelve (12) months from the Date of Termination, or (ii) the date that the Executive replaces such coverage by securing alternate employment. The Company confirms that all benefits and premium payments will be continued at least for the minimum period required by the ESA, regardless of when the Executive finds alternate employment. In addition, notwithstanding anything to the contrary in the Equity Documents, all stock options and other stock-based awards that are subject exclusively to time-based vesting conditions (for greater certainty, not including the Performance Options) held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date.
(iii) The Executive acknowledges and agrees that any payments and benefits provided pursuant to Section 3 that exceed the minimum ESA entitlements are conditional on the signing of a Separation Agreement and Release by the Executive.
(iv) Fifty percent The Executive acknowledges and agrees that payments and benefits provided pursuant to Section 3 (50%c) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement supersede and replace any and all rights to reasonable notice of termination that the Executive might otherwise be entitled to at common law. The Executive agrees that the payments include all amounts owing for termination and/or severance pay under any contract, common law, statute (including without limitation the ESA), or otherwise. The Company shall prevail unless fully comply with the conflicting provision(sESA.
(v) in any such stock option agreement The amounts payable under Section 3(c)(ii) shall be more favorable to Employee in which case paid within sixty (60) days after the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementTermination.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate EmployeeIf the Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If the Executive signs a general release of claims in a form and Employee signs manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke a Release, then Employee shall be entitled to such Release during the following:seven-day revocation period,
(i) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in the Executive an amount (the “Severance Amount”) equal to Employee½ the Executive’s annual base salary, as then salary for the fiscal year in effect, to which the Date of Termination occurs. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s normal payroll policies no later than practice over six months, beginning within 60 days after the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateTermination; provided, however, that (A) if the Employee constitutes 60-day period begins in one calendar year and ends in a qualified beneficiarysecond calendar year, as defined the Severance Amount commence to be paid in the second calendar year. Solely for purposes of Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the obligations contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and (B) Employee elects vision program for six months; provided, however, that the continuation coverage pursuant to of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in if the event of Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a conflict monthly basis during the period covered by this Section 4(b)(ii) an amount equal to the difference between the terms applicable COBRA premium and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless applicable active employees’ rate for the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementcoverage.
Appears in 1 contract
Samples: Executive Retention Agreement (Anika Therapeutics, Inc.)
Termination by Company Without Cause. The or by the Executive with Good Reason. If either the Company may terminate Employeeterminates the Executive’s employment without for any reason other than for Cause upon or on account of Disability or the Executive terminates his employment for Good Reason (as hereinafter defined), the Company shall:
(i) pay to the Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Causedate of such termination, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” sum cash payment of severance pay (less applicable withholding taxes) in an amount equal to Employee2.99 times the Executive’s then current annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Daterate of Total Compensation;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with or provide the Company’s normal payroll policies no later than Executive the Company’s first regular payroll date following the Termination DateAccrued Obligations; and
(iii) pay Executive’s COBRA premiums for continuation coverage under the same level of Company’s group health (i.e., medical, vision and dental) coverage and benefits as in effect plan for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier lesser of (ya) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date date of termination; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for comparable benefits from a subsequent employer. In addition any vesting, lapse of time, performance condition or similar requirement under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to exercise the date of such vested shares; provided, however, that in termination and any conditions to the event Executive’s entitlement to any benefits under any of a conflict between such plans or programs shall be deemed to have been satisfied. The Executive shall have “Good Reason” to terminate his employment hereunder within thirty (30) days following his knowledge of any of the terms and conditions events set forth below which have not been cured by the Company within fifteen (15) days following Executive’s written notice of the occurrence of any such stock option agreement events: (A) a material and adverse change in the powers, duties, responsibilities or functions of the Executive as described in Section 3 hereof; or (B) subject to the last sentence of this Agreementparagraph, any material and adverse change in the Executive’s relative position in the Company’s management structure; or (C) without the Executive’s prior written consent, the terms relocation of the Company’s principal executive offices outside the greater Houston, Texas metropolitan area or requiring the Executive to be based other than at such principal executive offices, of the Company; or (D) the failure of the Company to obtain any assumption agreement required by Section 18 hereof; or (E) any reduction in the level of Executive’s Base Salary or Target Bonus, or the failure by the Company to pay the Executive within ten (10) days after a written demand therefor any installment of any previous award of or deferred compensation, if any, which he is due and conditions owing under any employee benefit plan or any deferred compensation program in effect in which the Executive may have participated; or (F) any other material breach of this Agreement shall prevail unless by the conflicting provision(s) in any such stock option agreement shall be more favorable Company. Notwithstanding anything to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified contrary in this Section 6(b)(iv9(e), no change of Executive’s relative position in the Company’s management structure (which does not otherwise materially and adversely change the powers, duties, responsibilities or functions of the Executive as described in Section 3) modify or extend shall constitute Good Reason unless and until the Expiration Date occurrence of any stock option a Change in Control (as set forth defined in such stock option agreementthe Company’s Long Term Incentive Plan), it being understood that prior to a Change in Control, the Chief Executive Officer shall have discretion to make organizational changes affecting the Executive in the interest of effective corporate management as the Chief Executive Officer may determine from time to time.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below:
(ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination with respect to the Severance Period;
(b) Company health benefits coverage then in effecteffect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to an eighteen-month period commencing on the first date of the Severance Period; and
(c) a bonus, payable within 30 days of the Company’s receipt of a Release, equal to the product of (i) eighty percent (80%) of Employee’s annualized base salary as of the date on which the which termination of Employee’s services occurs, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed during the then-current calendar year and the denominator of which is 365. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation or bonus amount otherwise payable to the Employee under this Section 7.4 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)); and (B) any base salary and bonus amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary and bonus are intended to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance comply with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level requirements of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, interpreted consistently with that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementintent.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If EmployeeSuch termination shall constitute the Executive’s resignation from the Boards and termination of his employment with the Company on the 30th day following the Executive’s receipt of such notice. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon his last day of employment. Subject to Section 5(l) below, if the Executive’s employment is terminated by the Company without CauseCause during the Term, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual base salaryhis Base Salary for a period of twenty four (24) months following the Separation From Service (the “Severance Period”), as then in effect, with such amount to be paid to the Executive in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datesubstantially equal installments bi-weekly;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall receive an amount equal to 100% of Employee’s annual bonus ratetwo (2) times his Target Bonus, as then in effect, with said amount to be paid to the Executive over a period of twenty four (24) months in accordance 24 equal installments, with each payment being made on the first business day of each calendar month, with the first payment payable in the month following the month in which the Separation From Service occurs;
(iii) The Executive shall receive an immediately payable lump sum payment for his Annual Bonus, which shall be equal to the product of (A) the Target Bonus for the bonus year in which the Executive’s Separation From Service occurs multiplied by (B) a fraction, the numerator of which will be the number of days elapsed from the beginning of the Annual Bonus determination period to the date of the Separation From Service, and the denominator of which will be 365;
(iv) During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s (including his dependents’) group health plan (including medical and dental) coverage by contributing an amount equal to the amount paid by the Company towards its “group health plans” (within the meaning of ERISA) for active Company employees towards the Executive’s (including his dependents’) COBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period, provided that, to the extent COBRA continuation coverage eligibility expires before the end of the Severance Period, the Executive will receive payment, on an after-tax basis, of an amount equal to the premium the Company would have otherwise contributed to COBRA coverage pursuant to this Section 5(e)(iv); provided that to the extent that the foregoing medical and dental benefits are taxable to the Executive, any medical or dental reimbursements shall be paid to the Executive promptly but in all events on or before the last day of the Executive’s taxable year following the taxable year in which the expense is incurred and provided further that any tax gross-up payment to the Executive pursuant to this Section 5(e)(iv) shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the Executive (or the Company) remits the related taxes; provided further that if the Company’s normal payroll policies no later than contributions or payments under this Section 5(e)(iv) would violate the Companynondiscrimination rules, and result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform this provision in such manner as is necessary to comply with the PPACA and avoid any such penalties while keeping the Executive in the same economic position;
(v) Any Equity Award, 2012 Award and any outstanding LTI Award (as defined in and granted pursuant to the Prior Agreement)) held by the Executive as of the effective date of his termination will immediately become fully vested as of such date and, as applicable, stock options subject to such awards shall remain exercisable for the period beginning on the effective date of the Executive’s first regular payroll termination and ending on the sooner of twenty four (24) months from the effective date following of the Termination DateExecutive’s termination, the latest date upon which the award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the award;
(vi) Any unpaid portion of the Supplemental Bonus will become fully vested as of the effective date of the Executive’s termination and shall be immediately payable in a lump sum. For purposes of determining the amount of Supplemental Bonus payable, all applicable performance goals shall be deemed fully achieved at targeted levels; and
(iiivii) The Retirement Grant will become fully vested as of the same level effective date of health the Executive’s termination and the shares (i.e.or, medicalif applicable, vision cash) underlying the Retirement Grant shall be immediately deliverable to the Executive; and
(viii) The Accrued and dentalOther Obligations (as defined in Section 5(c) coverage above). The benefits and benefits compensation described in Sections 5(e)(i) through (vii) that the Executive shall receive is referred to jointly herein as in effect for the Employee Severance Compensation. The Company shall not be obligated to pay or provide to the Executive any Severance Compensation due and owing to him on or after the day immediately preceding the Termination Datedate that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that (A) before the Employee constitutes a qualified beneficiaryCompany ceases paying or providing any such Severance Compensation, as defined in Section 4980B(g)(1) the Company shall give the Executive written notice of the Internal Revenue Code of 1986event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company Severance Compensation shall continue to provide Employee be paid or provided as set forth herein. Whether the Executive has willfully and materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Company-Section 18 below. Also, no Severance Compensation shall be paid health coverage to the Executive unless and until he executes and delivers to the earlier of (y) Company the release attached hereto as Exhibit A, and such Release becomes irrevocable within 60 days following the effective date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the EmployeeExecutive’s then unvested stock options Separation from Service. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B to the Executive. If the Executive delivers the Release and it becomes irrevocable within 60 days following his Separation from Service, the Severance Compensation shall immediately vest be due and become exercisable and Employee shall have twelve (12) months following the Termination Date payable to exercise such vested shareshim; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. The parties hereto acknowledge that the Severance Compensation to be provided under this Section 5(e) is to be provided in consideration for the event of a conflict between the terms and conditions of any such stock option agreement and this Agreementabove-specified release. Subject to Section 5(l), the terms Severance Compensation will be paid or provided (or, as applicable, will begin to be paid or provided) as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and conditions of this Agreement ends in a second taxable year such payments or benefits shall prevail unless not commence until the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified second taxable year. The Severance Compensation described in this Section 6(b)(iv5(e) modify supersedes any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive acknowledges and agrees that he is not eligible to receive any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.
Appears in 1 contract
Termination by Company Without Cause. The Notwithstanding any other provision of this Agreement, the Company may terminate Employee’s employment the Executive without Cause upon thirty cause at any time by providing twelve (3012) days months’ written notice to Employee. If Employee’s employment with (the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled “Notice Period”) to the followingExecutive. At the Company’s option, it may pay compensation in lieu of all or part of such Notice Period consisting only of the following in respect of such period:
(ia) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first on regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datepaydays; and
(iiib) continuation of Benefits, other than Company RRSP contributions and Benefits which the same level Company is not able to arrange to continue with the applicable provider, which includes life and disability insurance. (collectively “Compensation in Lieu”). In addition, the Company shall pay the Executive the full amount of health accrued but unpaid salary and vacation pay through to the effective date of the termination, reimburse any reimbursable expenses that have not been reimbursed prior to such termination and pay any bonus which is fully earned and payable prior to the Executive’s last day of employment. In addition, the Company shall pay the Executive an amount on account of bonus which shall be calculated as follows: Comparing the actual results of the Company in the year in which notice of termination is given including all months through to and including the month in which notice of termination is given plus the following twelve months (i.e., medical, vision the “Bonusable Period”) to the applicable bonus targets for that time period and dental) coverage then calculating the bonus payable and benefits as in effect then pro-rating for the Employee Bonusable Period. Such bonus amount shall only be payable 60 days after the end of the Bonusable Period. By way of example only: If Executive is given notice of termination on October 15, the Company’s actual results through to November 30 of the following year will be compared with the budget targets for the fiscal year through to November 30 of the following year and a determination made if applicable thresholds have been met so as to make some bonus payable. If so, the amount of bonus will be based on the day immediately preceding Executive’s salary but pro-rated for any part fiscal year included in the Termination Date; providedBonusable Period. For greater certainty, howeverall vesting of Long Term Incentive Plan awards such as options, that (A) the Employee constitutes a qualified beneficiary, RSUs and long term cash awards will cease as defined in Section 4980B(g)(1) of the Internal Revenue Code effective date of 1986, termination of the Executive’s active employment by the Company and all unvested portions of such awards will be cancelled. (collectively all the notice and compensation in this section 5.6 shall be referred to as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRASeverance Compensation”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Without Cause upon thirty (30) days written notice to Employee. If Employee’s Executive's employment with the Company is terminated or this Agreement at any time for any or no reason. Such termination by Company shall be deemed to be "Without Cause" by the Company. In the event of termination by the Company without Causepursuant to this Section, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to and shall receive, and the following:
Company shall promptly pay, the following "Without Cause Separation Pay": (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an sum amount equal to Employee’s annual base salary12 months of Executive's Base Salary as of the date of termination; plus (ii) a lump sum amount equal to any accrued vacation not already taken and a pro rata portion of any bonus that would have been paid to Executive under any bonus plan adopted by the Company's Compensation Committee or Board of Directors for the year of termination if the Company and Executive had met the targeted goals to the date of termination; and shall also provide Executive with the continuation for 12 months from the effective date of termination of, or any equivalent lump sum payment for, all of Executive's benefits including, without limitation, all insurance benefit coverages (including all medical, dental, optical, hospital, life and short-term and long-term disability insurance coverages or any Company self-insured equivalents), on the same terms and conditions and on the same after-tax basis to Executive as then in effecthad been provided to Executive prior to the termination, to all of the foregoing which shall be paid payable in accordance with the Company’s normal 's customary payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as practices then in effect. Any COBRA coverage rights shall commence after the later of the date on which the continuation rights provided in the preceding sentence end, or the date on which full payment of all of the Section 5(c)(i) amount is received. Executive shall also be entitled to any vested amounts under any Company-sponsored tax-qualified or non-qualified retirement, savings or profit-sharing plan or program Finally, subject to the provisions of Section 3(c) above in the case of the Initial Stock Options, Executive's rights with respect to his then vested stock options and any other then outstanding equity-based awards, long-term cash-based incentives and/or deferred compensation shall be paid in accordance with governed by the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level applicable award agreements and plan documents. All time vesting options will continue to vest for 12 months, and one-half of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee all unvested performance-based options will immediately vest on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRAtermination date. The Company shall continue have the right to provide Employee request the execution by Executive of a mutual release agreement with Companymutually agreed-paid health coverage until on language in connection with the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) payment of the Employee’s then unvested stock options lump sum amount referred to in Section 5(c)(i) above, but Executive's rights to such payment (and his other rights as noted above) shall immediately vest and become exercisable and Employee shall have twelve (12) months following not be conditioned on the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions execution of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.release
Appears in 1 contract
Samples: Employment Agreement (Proxymed Inc /Ft Lauderdale/)
Termination by Company Without Cause. The Company may terminate EmployeeSubject to Section 21, if Executive’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with hereunder and the Company is Employment Period are terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to the followingpayment of:
(i) a oneExecutive’s accrued but unpaid Base Salary through the date of termination;
(ii) any accrued, unused vacation pay at the rate of Executive’s then Base Salary and any properly documented reimbursable expenses owed to Executive;
(iii) any amount arising from Executive’s participation in, or benefits under any employee benefit plans, programs, or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements, including without limitation any amount earned under any Bonus Plan or LTIP but not paid prior to the termination (clauses (i), (ii) and (iii) of this Section 5(b), collectively, the “Accrued Obligations”);
(iv) continuation of Executive’s then-current Base Salary for twelve (12) consecutive months, with the time “lump sum” of payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salarysuch installments, as then applicable, commencing as provided below; and
(v) if such termination occurs before the completion of an applicable measuring period, Executive will receive the full target incentive award amount of the Bonus Plan and LTIP incentive compensation Executive would have received had Executive continued to be employed through the end of such periods, payable at the same time and in effect, the same form of payment that all Bonus Plan and LTIP awards are payable to Bonus Plan and LTIP participants pursuant to the terms specified in the Bonus Plan and LTIP and any applicable award agreements. The amounts described in clause (iv) of this Section 5(b) will commence to be paid to Executive within sixty (60) days following the date of termination, provided that Executive (or, in the event of Executive’s death, Executive’s estate) has executed and delivered to the Company not later than forty-five (45) days following the date of termination an irrevocable general waiver and release of claims in the form provided by the Company to Executive (or, in the event of Executive’s death, Executive’s estate) after Executive’s termination (the “General Release”) and the latest date on which the General Release is subject to revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within thirty (30) days following the date of termination, whichever occurs earlier. As to any amount described in clause (iv) of this Section 5(b) that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), if the sixty (60) day period begins in one calendar year and ends in a second (2nd) calendar year, payment shall always be paid in the second (2nd) calendar year. Once they begin within such sixty (60) day period following termination, the amounts payable pursuant to clause (iv) of this Section 5(b) shall be payable in substantially equal consecutive installments over the twelve (12) month period following the date of termination (the “Severance Period”) in accordance with the Company’s normal general payroll policies practices as in effect on the date of termination, but in no later event less frequently than monthly (with the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” such payment of severance pay (less applicable withholding taxes) being in an amount equal to 100% the total amount to which Executive would otherwise have been entitled during the period following the date of Employee’s annual bonus rate, as then in effect, termination through such payment commencement date). The amount(s) payable pursuant to clause (v) of this Section 5(b) shall be paid in accordance with provided the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee General Release has become effective under its terms on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined date of such payment(s). All payments of amounts described in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
clauses (iv) Fifty percent and (50%v) of the Employeethis Section 5(b) are subject to Executive’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that or in the event of a conflict between Executive’s death, Executive’s estate’s) continued compliance with the terms provisions of Sections 6, 7, 8, 23 and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement25 hereof.
Appears in 1 contract
Samples: Executive Employment Agreement (Core Molding Technologies Inc)
Termination by Company Without Cause. The Company may in its sole discretion terminate this Agreement at any time without Cause (as defined below). If Company does so, following Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
execution of (i) a one-time “lump sum” payment legal release in the form attached hereto as Exhibit B, (ii) an acknowledgement of severance pay (less applicable withholding taxes) in an amount equal to Employee’s continuing obligations regarding the confidentiality of Company’s proprietary information and trade secrets as set forth herein, and (iii) an agreement in a form reasonably satisfactory to Company to treat as confidential information of Company the circumstances of Employee’s separation from Company and compensation received by Employee in connection with that separation: (A) Company shall continue to pay Employee’s then-current annual base salarysalary until the later of (i) the end of the Term or (ii) nine (9) months following the date of termination, as then payable in effectequal installments, less legally required withholdings, pursuant to be paid in accordance with the Company’s normal payroll policies practices and schedule; (B) Company shall pay Employee, no later than the Company’s first regular payroll Company pay date following the Termination Date;
date of termination, for any vacation that he has accrued but not used in the manner set forth in Section 4(a), above; (iiC) a one-time “lump sum” payment of severance Company shall pay (less applicable withholding taxes) in an amount equal to 100% Employee the prorated portion of Employee’s annual bonus ratePerformance Bonus, if any, in the calendar year in which the termination occurs; (D) all unvested Company stock options or restricted Company stock held by Employee will, as then of the date of termination, notwithstanding any contrary term contained in effectthe award or restricted stock agreements applicable thereto, immediately and automatically vest or all restrictions applicable thereto will lapse, as the case may be, provided that any right to exercise any vested options will be paid as set forth in accordance with Employee’s applicable stock option grant notice, stock option agreement and the Company’s normal payroll policies no later than 2006 Stock Incentive Plan or other applicable stock incentive plan; (E) Company shall pay the Company’s first regular payroll date following the Termination Date; and
(iii) the same level total cost of group health (i.e., medical, vision insurance continuation coverage for Employee and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) his dependents under Title X of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within through the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier later of (yi) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, end of the Term or (zii) twelve nine (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (129) months following the Termination Date to exercise such vested sharesdate of termination; provided, however, that Employee and his dependents will be solely responsible for electing such COBRA coverage within the required time periods; and (E) Company will pay Employee all payments required to satisfy any exercise of the Put Option set forth in Section 10 hereof. Because this subsection is intended to provide compensation and benefits to enable Employee to support himself in the event of Employee’s loss of employment under certain circumstances specified herein, Employee’s right to compensation and benefits under this subsection shall not be triggered solely by a conflict between the terms and conditions Change of any such stock option agreement and this AgreementControl (as defined below), the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) except as provided in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided furtherSection 9(e), however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementbelow.
Appears in 1 contract
Samples: Employment Agreement (Intermedia Outdoor Holdings, Inc.)
Termination by Company Without Cause. The At any time during the Term, the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Executive without Cause effective upon thirty (30) days delivery of written notice to Employeethe Executive. If Employee’s employment with the Company is terminated by terminates the Executive without “Cause” for any reason, then the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
agrees that (i) a one-time “lump sum” payment of as severance it will continue to pay (less applicable withholding taxes) in an amount equal to Employeethe Executive’s annual base salary, as then in effect, to be paid Base Salary in accordance with Section 3a. and maintain the CompanyExecutive’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid Executive benefits in accordance with Section 3c. (the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii“Severance Payments”) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) date of the Employee’s then unvested stock options notice of termination and (ii) it will pay to the Executive at the next such time that annual bonuses are paid by the Company to employees generally, the pro rata portion of any bonus that would be due for the year in which the termination occurs up to the date of written notice of termination. The pro rata portion of any such bonus that would be due and payable for the year in which termination occurs shall immediately vest be calculated by annualizing the revenue, adjusted EBITDA and become exercisable net income of the Company for the year up to the most recent full month prior to the written notice of termination and Employee comparing such annualized figures to the performance thresholds for the Executive outlined in the MIP that was in effect for such year at the time the written notice of termination was delivered to the Executive. Executive further agrees that in the event that he obtains employment during any period where Severance Payments are being made, he will promptly notify the Company. Provided that such employment does not violate the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement, such severance payments will continue to be paid. Other than the Severance Payments, the Company shall have twelve (12) months following no further obligation to the Termination Date to exercise Executive after the date of such vested sharestermination; provided, however, that the Executive shall only be entitled to continuation of the Severance Payments as long as he is in compliance with the provisions of the Confidentiality, Non-Compete and Non-Solicit Agreement, which is part of this Agreement. If termination without cause shall occur at anytime, then the pro rata portion of any unvested Time-based options (as specified in Section 3(d)(1)) up until the date of notice of termination that are due to vest in the event year or month of termination shall vest. The Executive acknowledges and agrees that any and all payments to which he would be entitled under this Paragraph 5b are conditioned upon and subject to his execution of a conflict between the terms general waiver and conditions of any such stock option agreement and this Agreementrelease, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.reasonable form as counsel for the Company shall determine, of all claims the Executive has or may have against the Company. _________________
Appears in 1 contract
Termination by Company Without Cause. The At any time during the term of this Agreement the Company may shall have the right to terminate Employee’s employment this Agreement and to discharge the Employee without Cause effective upon thirty (30) days delivery of written notice to the Employee. If Employee’s employment with the Company is terminated Upon any such termination by the Company without Cause, and Employee signs and does not revoke a Release, then Employee the Company shall be entitled pay to the following:
Employee all of the Employee's accrued but unpaid Salary through the date of termination, and continue to pay to or provide for the Employee (ia) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid his Salary payable in accordance with Section 2(a) for two (2) years from the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus ratetermination, when and as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level would have been due and payable hereunder but for such termination, (b) all health benefits in which Employee was entitled to participate at any time during the 12-month period prior to the date of health (i.e.termination, medicaluntil the earliest to occur of the second anniversary of the date of termination, vision and dental) coverage and benefits as in effect for the Employee's death, or the date on which the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes becomes covered by a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid comparable health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested sharesbenefit plan by a subsequent employer; provided, however, that in the event that Employee's continued participation in any health benefit plan of the Company is prohibited, the Company will arrange to provide Employee with benefits substantially similar to those which Employee would have been entitled to receive under such plan for such period on a conflict between the terms and conditions of any such basis which provides Employee with no additional after tax cost, (c) all stock option agreement and grants, or other stock grants issued during the term of this Agreement, will immediately vest and such options will remain exercisable for the terms lesser of the unexpired term of the option without regard to the termination of Employee's employment or two (2) years from the date of termination of employment and (d) all long term incentive cash grants and bonuses provided to the Employee shall immediately vest as if all targets and conditions of had been met and shall be paid by the Company to the Employee at such times as the Company would have been required to make such payments if this Agreement shall prevail unless the conflicting provision(s) had remained in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided furthereffect, provided, however, that notwithstanding in the case of incentives partially or completely contingent on the providing of service for a specific period of time, the total amount to be paid by the Company shall be equal to the maximum amount payable if all conditions were met, multiplied by a fraction, the numerator of which is the period of service that would have been served if the Employee's employment had terminated as of the last day of the fiscal year in which his employment was terminated, and the denominator of which is the total period of time specified as a condition to the incentive (collectively, the foregoing in consideration payable to the Employee shall be referred to herein as the "Severance Payment"). Other than the Severance Payment, the Company shall have no event shall further obligation to the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend Employee except for the Expiration Date of any stock option as obligations set forth in Section 12 of this Agreement after the date of such stock option agreementtermination; provided, however, that the Employee shall only be entitled to continuation of the Severance Payments as long as he is in compliance with the provisions of Sections 6 and 7 of this Agreement.
Appears in 1 contract
Termination by Company Without Cause. The or by the Executive with Good Reason. If either the Company may terminate Employeeterminates the Executive’s employment without for any reason other than for Cause upon or on account of Disability or the Executive terminates her employment for Good Reason (as hereinafter defined), the Company shall:
(i) pay to the Executive, within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Causedate of such termination, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” sum cash payment of severance pay (less applicable withholding taxes) in an amount equal to Employee2.99 times the Executive’s then current annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Daterate of Total Compensation;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with or provide the Company’s normal payroll policies no later than Executive the Company’s first regular payroll date following the Termination DateAccrued Obligations; and
(iii) pay Executive’s COBRA premiums for continuation coverage under the same level of Company’s group health (i.e., medical, vision and dental) coverage and benefits as in effect plan for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier lesser of (ya) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date date of termination; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for comparable benefits from a subsequent employer. In addition, any vesting, lapse of time, performance condition or similar requirement under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to exercise the date of such vested shares; provided, however, that in termination and any conditions to the event Executive’s entitlement to any benefits under any of a conflict between such plans or programs shall be deemed to have been satisfied. The Executive shall have “Good Reason” to terminate her employment hereunder within thirty (30) days following her knowledge of any of the terms and conditions events set forth below which have not been cured by the Company within fifteen (15) days following Executive’s written notice of the occurrence of any such stock option agreement events: (A) a material and adverse change in the powers, duties, responsibilities or functions of the Executive as described in Section 2 hereof; or (B) subject to the last sentence of this Agreementparagraph, any material and adverse change in the Executive’s relative position in the Company’s management structure; or (C) without the Executive’s prior written consent, the terms relocation of the Company’s principal executive offices outside the greater Houston, Texas metropolitan area or requiring the Executive to be based other than at such principal executive offices, of the Company; or (D) the failure of the Company to obtain any assumption agreement required by Section 16 hereof; or (E) any reduction in the level of Executive’s Base Salary or Target Bonus, or the failure by the Company to pay the Executive within ten (10) days after a written demand therefore any installment of any previous award of or deferred compensation, if any, which she is due and conditions owing under any employee benefit plan or any deferred compensation program in effect in which the Executive may have participated; or (F) any other material breach of this Agreement shall prevail unless by the conflicting provision(s) in any such stock option agreement shall be more favorable Company. Notwithstanding anything to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified contrary in this Section 6(b)(iv7(e), no change of Executive’s relative position in the Company’s management structure (which does not otherwise materially and adversely change the powers, duties, responsibilities or functions of the Executive as described in Section 2) modify or extend shall constitute Good Reason unless and until the Expiration Date occurrence of any stock option a Change in Control (as set forth defined in such stock option agreementthe Company’s Long Term Incentive Plan), it being understood that prior to a Change in Control, the Chief Executive Officer shall have discretion to make organizational changes affecting the Executive in the interest of effective corporate management as the Chief Executive Officer may determine from time to time.
Appears in 1 contract
Termination by Company Without Cause. The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company may terminate Employee’s employment without Cause upon thirty (30give notice pursuant to this paragraph 5(f) days written notice to Employeein its sole discretion. If Employee’s the Executive's employment with the Company is terminated by the Company without Causecause pursuant to this paragraph 5(f) or the duties and functions of the Executive set forth in section 3 of this agreement are materially changed, the Executive shall continue to receive the Executive’s base salary and bonus, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid medical and dental benefits for the Executive and the Executive’s eligible family, by paying the premium for health coverage until the earlier of (y) the date Employee is no longer eligible to receive insurance continuation coverage pursuant under COBRA for the Executive and the Executive’s eligible family to COBRA, the extent the Executive elects COBRA coverage (or (z) twelve (12) months from by continuing to contribute the Termination Date.
(iv) Fifty percent (50%) employer portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following premium normally paid by the Termination Date to exercise such vested shares; providedCompany for its current employees), however, that in the event of for a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement Severance Period which shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option determined as set forth in the next sentence. The Severance Period shall consist of the lesser of two hundred and seventy (270) days from the earlier to occur of the date: (i) notice of termination is given pursuant to this paragraph 5(f); or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the three (3) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (15th) day of each month in the Severance Period. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of the Executive’s employment or the Executive’s rights in respect of the Executive’s vested stock options, if any. The parties hereto acknowledge that the Termination Compensation to be provided under this paragraph 5(f) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or benefits of any type following the effective date of termination, except such stock option agreementbenefits as may be required to be extended under applicable state or Federal law.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty If the Employment Period ------------------------------------ terminates for a reason set forth in clause (30i) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:of Section 4;
(i) a one-time “lump sum” payment of severance the Company shall pay to the Executive (less applicable withholding taxesA) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following Base Compensation otherwise payable through the Termination Date, (B) vacation pay accrued through the Termination Date and (C) reimbursement of expenses incurred through the Termination Date, in each case to the extent not theretofore paid;
(ii) a one-time “lump sum” payment of severance the Company shall pay (less applicable withholding taxes) in to the Executive, if the termination occurs prior to January 1, 2000, an amount equal to 100% of Employee’s annual bonus rateone and one-half times the Executive's Annual Compensation for the year in which the Termination Date occurs, as then or if the termination occurs on or after January 1, 2000, one times the Executive's Annual Compensation for the year in effect, to which the Termination Date occurs (assuming in each case that Annual Incentive Compensation will be paid in accordance with at the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; andtarget level);
(iii) the same level Company shall pay to the Executive a pro rata portion of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes Executive's targeted Annual Incentive Compensation for the year in which the Termination Date occurs and (B) the Executive's Long-Term Incentive Bonus, each of which shall be determined and payable as soon as possible; the Long-Term Incentive Bonus portion shall be based on the appropriate percentage of the Executive's aggregate Base Compensation earned from January 1, 1998 through the end of the month in which the Termination Date occurs, as determined by the Board or its delegate in the manner described in Section 3 after prorating through the end of the month in which the Termination Date occurs on a qualified beneficiarystraight line basis over the three year period the applicable performance criteria set forth on (or determined pursuant to) Appendix B; ----------
(iv) the Company shall provide the Executive with continued coverage, or substantially equivalent coverage, during the period represented by the amount of the Annual Compensation payment under clause (ii) (i.e., one and one-half years or one year, as ---- the case may be) under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long- term disability, short-term disability, group life insurance, and executive insurance programs) unless the Executive becomes covered under similar plans or arrangements maintained by a subsequent employer; provided that if the Company is unable to -------- provide such continued coverage or substantially similar coverage, the Company shall pay the Executive a lump sum cash amount equal to the present value of such benefits; and
(v) the Company shall provide to the Executive outplacement services appropriate for the Executive in accordance with industry standards (the cost of which shall not exceed 15% of the Executive's Base Compensation). If the Company shall cause the "Constructive Discharge" of the Executive as defined in Section 4980B(g)(1) 8, it shall be treated for all purposes hereunder as a termination of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) employment of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementExecutive without Cause.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employeethe Executive’s employment without Cause upon during the Term of this Agreement Without Cause. For purposes hereof, termination of employment “Without Cause” shall be any termination of the Executive’s employment which does not occur by virtue of the death of the Executive or pursuant to a Determination of Long Term Incapacity, by the Company With Cause, or by the Executive for Good Reason or for Other than Good Reason. If, during the Term of this Agreement, the Company terminates the Executive’s employment Without Cause, the Company will pay to the Executive in a lump sum within thirty (30) days written notice to Employee. If Employee’s employment with after the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment Date of severance pay (less applicable withholding taxes) in Termination an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
any Accrued Obligations (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that if payment of any such amounts at such time would result in a prohibited acceleration under Section 409A of the Code, then such amount shall be paid at the time the amount would otherwise have been paid under the applicable plan, policy, program or arrangement relating to such amount absent such prohibited acceleration). In addition, provided the Executive signs a release and waiver of claims in favor of the Company, any Affiliated Company, and their respective officers and directors in a form provided by the Company or an Affiliated Company no later than the date of termination (Athe “Release”) and the Release has become effective and irrevocable within thirty (30) days after the date of termination, the Company shall provide (i) the Employee constitutes Executive Continuance Benefits on a qualified beneficiary, as defined in Section 4980B(g)(1monthly basis for twenty-four (24) of the Internal Revenue Code of 1986, as amended; months and (Bii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act an annual Base Salary over a period of 1985, as amended twenty-four (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (1224) months payable in equal monthly installments from the Date of Termination Date.
(ivat the highest annual Base Salary in effect at any time during the Term. Notwithstanding the foregoing, the Executive shall not be entitled to any further payment under this Section 4(e) Fifty percent (50%or under Section 4(f) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event the Company or an Affiliated Company determines that the Executive has breached any of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as covenants set forth in Section 5 and files an action to enforce the covenants or gives the Executive a notice that a claim is being initiated under Section 5(c) of this Agreement. Further, in such stock option agreementa proceeding, the Company or an Affiliated Company shall seek, and the Executive shall be liable to return to the Company or an Affiliated Company (as applicable), any payments made to the Executive under this Section 4 dating back to the date of the original breach.
Appears in 1 contract
Samples: Executive Employment Agreement (National Bankshares Inc)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with If,during the term of this Agreement, the Company terminates the employment of the Employee and such termination is terminated without "cause" (as defined in Section 3.2) or this Agreement is not renewed by the Company without Causefor a three year term on the same terms set forth in this Agreement, this Agreement, except for the provisions of Sections 4.2 and 4.3, shall terminate and the Company shall pay and provide the Employee signs and does not revoke a Releasewith the following:
(1) The Company shall immediately pay to the Employee an amount equal to the Employee's monthly base salary (to be determined by dividing the annual base salary specified in Section 2.1 then in effect on the date of termination by twelve) multiplied by the sum of the number of months remaining in the term of this Agreement plus twenty-four (e.g., if three months remain under the term of this Agreement on the date of termination, then Employee shall be entitled to the following:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in paid an amount equal to Employee’s annual twenty-seven times his monthly base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date);
(ii2) The Company shall provide the Employee, throughout a one-time “lump sum” payment period not to exceed the greater of severance eighteen months or the remaining term of this Agreement, such benefits as are provided to the Employee pursuant to Sections 2.3 and 2.5, including a car allowance, except where continuation of benefits cannot be provided as contemplated by the Section 3.1 by reason of a prohibition in the terms of the benefit plan. For purposes of determining the amount of benefits to which the employee shall continue to be entitled pursuant to Sections 2.3 and 2.5, the Employee shall be deemed, throughout the period of his entitlement pursuant to this Section 3.1, to have continued to have performed services for the Company at a rate of total compensation equal to the rate in effect on the date of his termination of employment;
(3) The Company shall immediately pay (less applicable withholding taxes) in to the Employee an amount equal to 100% of Employee’s the most recent annual bonus ratepreviously paid to Employee under Section 2.2 multiplied by the sum of the number of years (including any fractions thereof) remaining in the term of this Agreement plus two (2) (e.g., as if one year remains under the term of this Agreement on the date of termination, then in effect, to Employee shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datean amount equal to three times his last bonus); and
(iii4) The Company agrees that under the same level of health (i.e., medical, vision 1990 Key Employee Stock Incentive Plan and dental) coverage and benefits as in effect for any other plan under which the Employee on is a participant, with respect to all grants made to Employee (a) all stock options, no matter the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) terms of the Internal Revenue Code grant, shall be fully vested and may thereafter be exercised by Employee, or, in the case of 1986his death, as amended; and by his heirs, at any time for a period of five (B5) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) years from the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or of termination; (zb) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options all restrictions on Restricted Stock shall immediately vest and become exercisable and Employee be removed; (c) all conditions under which receipt of Deferred Stock was or is deferred shall have twelve (12) months following the Termination Date to exercise such vested sharesimmediately be deemed fulfilled or waived; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.and
Appears in 1 contract
Samples: Employment Agreement (Stephan Co)
Termination by Company Without Cause. The Company may terminate Employee’s employment the Executive without Cause upon thirty (30) days by delivering written notice to Employee. the Executive at least forty-five (45) days prior to the effective date of such termination.
(i) If Employee’s the Executive's employment with the Company is terminated by the Company without Cause, then, subject to the terms and Employee signs and does not revoke a Releaseconditions set forth in this Section 5(e), then Employee the Executive shall be entitled to the following:
receive (i1) a one-time “lump sum” payment of severance pay any Accrued Current Compensation, (less applicable withholding taxes2) in an aggregate amount equal to Employeethe product of the Executive’s annual base salarythen-current Base Salary, expressed on a per diem basis, multiplied by the greater of three hundred sixty-five (365) or the number of days measured from the date of termination of employment to the Expiration Date, and (3) an aggregate amount equal to the excess, if any, of (x) the product of Executive’s Target Annual Bonus for the year in which Executive’s termination of employment occurs multiplied by two (2), over (y) the gross amount of Target Annual Bonus payments made to Executive during the Employment Period for years commencing on or after the Commencement Date (the amounts payable pursuant to clauses (2) and (3) of this sentence hereinafter referred to collectively as then in effect, to the “Severance Pay”). This Severance Pay shall be paid in accordance substantially equal monthly installments (or such other frequency consistent with the Company’s normal payroll policies practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the CompanyExecutive’s first regular payroll date following employment is terminated by the Termination Date;
(ii) a one-time “lump sum” Company without Cause, except as otherwise provided in this Agreement. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of severance pay (less COBRA premiums is permitted under applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus ratelaws and regulations, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage pay the COBRA premiums until the earlier of (yA) such time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date Employee of his termination. Further, the Executive shall be reimbursed in accordance with Company policy for any reimbursable expenses remaining due and owing that have not been reimbursed prior to his termination.
(ii) In addition to the Executive’s severance calculated in accordance with Section 5(e)(i), if the Executive's employment is no longer eligible terminated by the Company without Cause, the vesting period shall be accelerated for all of Executive’s unvested options, shares of restricted stock, or other rights to receive continuation coverage purchase equity securities of the Company (collectively, the “Award Shares”) awarded to Executive pursuant to COBRAany Plan, or such that any then-unvested Award Shares awarded to Executive shall become fully vested effective immediately prior to the effective date of Executive’s termination of employment.
(ziii) The Executive acknowledges and agrees that the non-compete restrictions set forth in the Confidentiality Agreement will remain in full force and effect for the twelve (12) months from month period subsequent to his termination pursuant to this Section 5(e).Furthermore, the Termination Dateobligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties.
(iv) Fifty percent The Severance Pay, COBRA premium payment and accelerated vesting of Award Shares to be provided under this Section 5(e) are referred to herein collectively as the “Termination Compensation.” The Executive shall not be entitled to any Termination Compensation unless (50%i) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions Executive complies with all surviving provisions of any such stock option agreement Confidentiality Agreement by which the Executive is bound, and (ii) the Executive executes and delivers to the Company after a notice of termination and on or before the last date on which the severance pay is scheduled to commence, a mutual release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the terms and conditions Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s right to indemnification, if any, for actions taken within the scope of this Agreement shall prevail unless his employment. Notwithstanding anything herein to the conflicting provision(s) in any such stock option agreement contrary, no Termination Compensation shall be more favorable paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to Employee be provided under this Section 5(e)(iv) is to be provided in which case part in consideration for the provision(sabove-specified release.
(v) more favorable to Employee shall govern; Except as otherwise provided furtherunder Section 11, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified Termination Compensation described in this Section 6(b)(iv5(e) modify is intended to supersede any other severance payment provided by any Company policy, plan or extend practice. Therefore, the Expiration Date of Executive shall be disqualified from receiving any stock option as set forth in such stock option agreementseverance payment under any other Company severance policy, plan or practice.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment and this Agreement, at any time, for any reason, without Cause upon thirty (30) days written notice to EmployeeCause. If EmployeeExecutive’s employment with the Company is terminated by the Company without CauseCause and not in connection with a “Change of Control” as described in Section 6(a) below, and Employee signs and does not revoke a Release, then Employee shall be entitled to the followingCompany shall:
(i1) pay Executive (in a onesingle lump-time “lump sum” sum payment within thirty (30) days of severance pay (less applicable withholding taxesthe date of termination) in an amount equal any earned, but unpaid, Base Salary to Employee’s annual base salary, as then in effect, to be paid in accordance with which she is entitled through the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Dateof termination;
(ii2) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in Executive an amount equal to 100% of Employee’s annual bonus rate, as then in effect, the Base Salary over the 12-month period immediately following the date of termination (such amount to be paid in accordance with equal installments on the Company’s normal regularly scheduled payroll policies no later than dates), with the first payment, which shall be retroactive to the day immediately following the date Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date Executive’s employment terminates;
(3) cause such number of shares subject to any unvested stock options and such number of shares of restricted stock, restricted stock units or other awards made under the Equity Plan as would have vested over the one-year period beginning on the date of termination to vest and, in the case of awards requiring exercise or settlement, become exercisable or settled, as applicable, as of the date of Executive’s termination; provided that with respect to restricted stock units granted under the Equity Plan that xxxxx xxxx beyond the one-year period beginning on the date of termination, such cliff vesting will be disregarded for these purposes, and, instead, such number of restricted stock units as would have vested monthly over the vesting period from the date of grant until the first regular payroll anniversary of the date following of termination will become vested as of the Termination Datedate of termination.
(4) pay Executive the annual incentive award to which she is entitled, if any, under the Incentive Plan for the fiscal year in which termination occurs, based on actual performance (disregarding any requirement that she be employed through the end of the determination period or on the date the payment is made), and pro-rated through the date of termination, which shall be paid at the same time bonuses for such year are paid to active employees under the terms of the Incentive Plan; and
(iii5) if Executive timely elects to continue her health coverage pursuant to the federal law commonly referred to as COBRA (“COBRA”) following the termination of her employment, pay the monthly premiums for such coverage (including any premium for coverage of Executive’s spouse and eligible dependents) until the earliest of the date (i) the same level of maximum period permitted under COBRA expires, or (ii) Executive commences receiving substantially equivalent health (i.e., medical, vision and dental) insurance coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Dateconnection with new employment; provided, however, that (A) if the Employee constitutes foregoing arrangement could subject the Company or Executive to tax or penalty, the Company shall, in its sole discretion, have the option to cease paying for such coverage and, in lieu thereof, pay Executive a qualified beneficiary, as defined in Section 4980B(g)(1) monthly amount equal to the monthly amount it had been paying for such premiums for the remainder of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend 5(c)(5); After payment of the Expiration Date of any stock option as set forth termination benefits described in such stock option agreementthis Section 5(c), the Company’s obligations under this Agreement will cease.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment this Agreement without Cause upon thirty (30) cause at any time after the third annual anniversary of the Effective Date by delivering 180 days prior written notice to Employee. If Employee’s employment with of termination.
(a) In the case of termination of this Agreement by the Company without cause or a non-renewal of this Agreement by the Company, the termination or non-renewal must be approved by a majority vote of the Independent Directors or by a vote of the holders of a majority of the outstanding shares of the Company's Common Stock.
(b) In the event this Agreement is terminated by the Company without Causecause or this Agreement shall not be renewed by the Company, and Employee signs and does not revoke the Company shall pay the Advisor a Release, then Employee shall be entitled termination fee equal to the following:
sum of: (i) the amount of the Acquisition Fee and the Asset Management Fee for the previous twelve-month period, and (ii) the fair value of any Incentive Fee on New Assets that would be earned on any New Assets owned by the Company on the date of the termination. The parties shall use their best efforts to reach a one-time “lump sum” payment mutual agreement with respect to the amount of severance pay the Incentive Fee on New Assets for purposes of this Section 14. If the parties are unable to agree upon such amount within 30 days following the notice of termination, the amount shall be determined by an independent valuation. Such valuation shall be conducted by a valuation firm mutually agreed upon by the parties and the costs of such valuation shall be borne equally by the parties. If the parties are unable to agree upon such valuation firm within 60 days following notice of termination, then each party shall as soon as reasonably practicable, but in no event more than 75 days following notice of termination, choose an independent valuation firm to conduct a valuation. In such event, (less applicable withholding taxesx) in an amount equal to Employee’s annual base salary, as then in effect, the fee shall be deemed to be paid in accordance with the Company’s normal payroll policies average of the valuations as conducted by each party's chosen valuation firm and (y) each party shall pay the costs of its valuation firm so chosen. If one party is unable to select a valuation firm within the time specified herein, the valuation shall be conducted by the valuation firm chosen by the other party. Any valuation conducted hereunder shall be performed no later than 45 days following selection of the Company’s first regular payroll date following the Termination Date;
(iivaluation firm or firms. Any amounts due under this Section 14(b) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to shall be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision due and dental) coverage and benefits as in effect for the Employee payable on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Datetermination.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.
Appears in 1 contract
Samples: Advisory Agreement (America First Real Estate Investment Co Inc)
Termination by Company Without Cause. The Company may terminate EmployeeExecutive’s employment with the Company and the Operating Subsidiary without Cause at any time during the Term upon written notice within the first two (2) years of the Term or upon at least thirty (30) days prior written notice to Employeeafter the first two (2) years of the Term. If Employeethe Company terminates Executive’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee Executive shall be entitled to receive the following:
Base Salary and benefits as set forth in Section 2.1 and Section 2.2(a), respectively, through the effective date of such termination, and such post termination benefits as are specified in Section 2.2(b) or 2.2(c), as applicable. If such termination occurs during the first two (i2) years of the Term, Executive shall also be entitled to receive as severance, upon execution within thirty (30) days after termination of a one-time “lump sum” payment release in the form attached as Exhibit A hereto and the expiration of severance pay any revocation period thereunder without revocation, and conditional upon Executive’s continued adherence to the post termination covenants in this Agreement, (less applicable withholding taxesA) in an amount equal to Employeeone (1) year’s annual base salary, as then in effect, to be paid in accordance with Base Salary at the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as Base Salary rate in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, Executive as defined in Section 4980B(g)(1) of the Internal Revenue Code effective date of 1986the termination, as amended; payable in regular installments at the time salary would have been payable, and (B) Employee elects continuation coverage pursuant a pro rata portion of Executive’s target bonus approved by the Company Board’s Compensation Committee under Section 2.3 for the fiscal year in which termination occurs (or if termination occurs in the fiscal year ending March 31, 2010, then the guaranteed bonus for that year), the amount of which pro rata portion shall be equal to the Consolidated Omnibus Budget Reconciliation Act of 1985(x) that target or guaranteed bonus amount, as amended (“COBRA”)applicable, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of multiplied by (y) a fraction, the numerator of which is the number of days (through and including the effective date Employee of the termination) in such fiscal year that Executive was employed by the Company, and the denominator of which is no longer eligible the number 365. Subject to receive continuation coverage timely execution of the required release, the amount payable pursuant to COBRA, or this clause (zB) twelve shall be payable in a lump sum within thirty (1230) months from the Termination Date.
(iv) Fifty percent (50%) days following expiration of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise revocation period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementthereunder without revocation.
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated Non-Renewal by the Company without Company/Termination by Employee for Good Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:.
(i) If Company terminates employment without Cause or following the Company’s non-renewal pursuant to Section 1, or if Employee terminates for Good Cause, Company will pay all Accrued Obligations.
(ii) In addition, if Employee signs a one-Severance Agreement and General Release of claims in a form satisfactory to Company (the “Release”) and Employee does not revoke such Release within any time “lump sum” payment of severance period revocation is permitted by the Release’s terms:
(1) Company will pay (less applicable withholding taxes) Employee, in an amount equal to Employee’s annual base salary, as then in effect, to be paid periodic payments in accordance with ordinary payroll practices and deductions, Employee’s current Base Salary for twelve (12) months (such period, the Company“Company Termination Severance Pay Period” and such payments, the “Company Termination Severance Payments”).
(2) Employee shall remain eligible for a pro-rata portion of the Annual Bonus for the year in which such termination occurs, calculated based upon actual performance and pro-rated to reflect Employee’s normal payroll policies period of employment during the performance period through the date of termination; provided further that calculation and payment of the bonus, if any, will be made pursuant to the plan in effect during the termination year.
(3) Notwithstanding anything to the contrary set forth in any equity award agreements between the Company and Employee (except in circumstances where treatment more favorable to Employee is provided in any such equity award agreement), (x) any unvested CCOH equity awards granted prior to the Effective Date shall vest in full on the date of termination; (y) any unvested time-vesting equity awards granted after the Effective Date which are scheduled to vest within the twelve (12) month period following the date of termination shall vest in full on the date of termination pursuant to this Section 9(d); and (z) any outstanding and unvested performance stock units granted after the Effective Date will vest as follows: (i) one-third (1⁄3) of the target number of shares underlying the performance stock units are eligible to vest if the date of termination is before the date which is two (2) years prior to the Vesting Date (as defined in the applicable award agreement), (ii) two-thirds (2⁄3) of the target number of shares underlying the performance stock units are eligible to vest if the date of termination is on or after the date which is two (2) years prior to the Vesting Date but before the date which is one (1) year prior to the Vesting Date, and (iii) one hundred percent (100%) of the target number of shares underlying the performance stock units are eligible to vest if the date of termination is on or after the date which is one (1) year prior to the Vesting Date. The portion of the performance stock units eligible to vest pursuant to this Section 9(d) will remain outstanding and eligible to be earned at the end of the applicable performance period based on the relative total shareholder return performance (or other applicable performance metric) as outlined in the applicable award agreement and, if earned, will then be distributed to Employee within sixty (60) days. The Release shall be provided to Employee on or before Employee’s termination date and must be executed by Employee and irrevocable by the thirtieth (30th) day following the termination date. The payments and benefits described above shall be provided to Employee (or shall begin to be provided to Employee, as applicable) no later than the Company’s first regular second regularly scheduled payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal date that the Release is effective and irrevocable, subject to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination DateSection 18 below; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of that the period in which Employee has to review and execute the Release begins in one tax year and ends in a conflict between the terms and conditions of any such stock option agreement and this Agreementlater tax year, the terms payments and conditions of this Agreement benefits described above shall prevail unless the conflicting provision(sbe provided to Employee (or shall begin to be provided to Employee, as applicable) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreementlater tax year.
Appears in 1 contract
Samples: Employment Agreement (Clear Channel Outdoor Holdings, Inc.)
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s 's employment with the Company is terminated by the Company without CauseCause during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and Employee signs conditions of this Agreement and does not revoke conditioned upon the Company’s receipt of a Release, then continue to pay, when due in accordance with the Company’s customary pay schedule, to or for the benefit of Employee shall be entitled or, if applicable, his heirs or estate, subject to the following(A) and (B) below:
(ia) Employee’s base salary at a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount rate equal to Employee’s annual base salary, salary rate as of the date of termination with respect to the Severance Period;
(b) Company health benefits coverage then in effecteffect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to an eighteen-month period commencing on the first date of the Severance Period; and
(c) a bonus, payable within 30 days of the Company’s receipt of a Release, equal to the product of (i) eight percent (80%) of Employee’s annualized base salary as of the date on which the which termination of Employee’s services occurs, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed during the then-current calendar year and the denominator of which is 365. Notwithstanding anything in this Section 7.4 to the contrary: (A) no base salary continuation or bonus amount otherwise payable to the Employee under this Section 7.4 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.4(A) being payable promptly following such Separation from Service and as permitted by subsection 7.4(B)); and (B) any base salary and bonus amounts that are otherwise due or payable under this Section 7.4 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance Period following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s normal payroll policies no later than customary pay schedule. The foregoing restrictions on the Company’s first regular payroll date following the Termination Date;
(ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal continuing base salary and bonus are intended to 100% comply with the requirements of Employee’s annual bonus rateSection 409A of the Code and shall be interpreted consistently with that intent.
4. A new Section 7.5 of the Employment Agreement is hereby added to the Employment Agreement, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.follows:
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s your employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company at any time without Cause, in which case the Company will, in full satisfaction of its obligations to you and Employee signs subject to you signing and does not revoke a Release, then Employee shall be entitled delivering to the followingCompany a release in favour of, and in a form satisfactory to, the Company and complying with your post-employment obligations:
(a) Pay your outstanding Base Salary, bonus as calculated pursuant to Appendix A and prorated to the date you receive notice of termination, and outstanding vacation pay accrued until the you’re your employment ceases; (b) reimburse the outstanding expenses properly incurred by you until the date your employment ceases; (c) provide you with capped restricted share units and vested capped stock options to your date of termination; and (d) pay your Severance Compensation, a defined herein, for a period of eighteen (18) months (the “Severance Period”) from the date you receive notice of termination hereunder. For the purpose of this provision, Severance Compensation means: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salaryyour Base Salary, as then in effect, to be paid payable in accordance with the Company’s normal payroll policies no later than practices, for the Company’s first regular payroll date following duration of the Termination Date;
Severance Period; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s bonus based upon your average annual bonus rateover the preceding two (2) years, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Datemultiplied by 1.5; and
(iii) the same level of health (i.e.applicable Auto Allowance, medicaland, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.
(iv) Fifty percent (50%) continuation of the EmployeeCompany’s then unvested stock options contributions to the group benefit plans excluding disability insurance (which shall immediately vest and become exercisable and Employee be continued only for the applicable minimum statutory period) for the duration of the Severance Period. The Severance Compensation outlined herein shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that not be reduced in the event that you secure other employment, or otherwise mitigate the termination of your employment, during the Severance Period. If you fail to sign and deliver to the Company a conflict release in favour of, and in a form satisfactory to, the Company or comply with your post-employment obligations, you will be provided with only your minimum entitlements, if any, under the Ontario Employment Standards Act, 2000 as amended. In addition to the Severance Compensation, you will continue to be entitled to the payments as outlined in this Agreement. • Severance for Xxxxxx Xxxxxxx – excerpt from letter agreement between SunOpta Inc. and Xxxxxx Xxxxxxx dated June 18, 2010: (** Note: This agreement will terminate upon closing, subject to the payment of severance according to the terms and conditions of any such stock option agreement and this Agreementagreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.excerpted below:)
Appears in 1 contract
Termination by Company Without Cause. The Company may terminate Employee’s employment without Cause upon Upon thirty (30) days written notice notice, the Company shall retain the right to Employeeterminate the Executive without Cause. If Employeethe Executive’s employment with the Company is terminated by the Company without CauseCause during the Term, and Employee signs and does not revoke a Release, then Employee the Executive shall be entitled to provided with the followingfollowing severance package, contingent upon the terms set forth below:
(i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in The Executive shall continue to receive an amount equal equivalent to Employee’s annual his base salarysalary for a period of twelve (12) months following the effective date of his Separation From Service (the “Severance Period”), as then in effect, said amounts to be paid in accordance with to the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination DateExecutive bi-weekly;
(ii) The Executive shall receive a one-time “lump sum” payment for his Annual Bonus, which shall be calculated by averaging the amount of severance pay the Annual Bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period;
(less applicable withholding taxesiii) in During the Severance Period, the Company shall continue to contribute to the cost of the Executive’s health insurance coverage by contributing an amount equal to 100% the amount paid by the Company towards the health insurance premiums of Employeeactive Company employees towards the Executive’s annual bonus rateCOBRA premium, as then in effect, but only to be paid in accordance with the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period; provided that if the Company’s normal payroll policies contributions or payments under this Section 5(d)(iii) would violate the nondiscrimination rules, and result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform this provision in such manner as is necessary to comply with the PPACA and avoid any such penalties while keeping the Executive in the same economic position;
(iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the Company’s first regular payroll date following the Termination Date; andset forth in Section 4(h);
(iiiv) With respect to any outstanding stock options in which the same level Executive has vested as of health (i.e.the effective date of his termination, medical, vision and dental) coverage and benefits as in effect all such stock options will remain exercisable for the Employee a period beginning on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) effective date of the Internal Revenue Code Executive’s termination and ending on the sooner of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date.effective date of the Executive’s termination, the latest date upon which the stock option would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the stock option;
(ivvi) Fifty percent (50%) The Executive shall receive any unpaid portion of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following Supplemental Bonus, paid in a lump sum. For purposes of determining the Termination Date to exercise such vested shares; providedamount of Supplemental Bonus payable, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement all applicable performance goals shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall governdeemed fully achieved at targeted levels; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.and
Appears in 1 contract
