Common use of Termination by EDGEN other than for Cause or Disability; Termination by the Executive for Good Reason Clause in Contracts

Termination by EDGEN other than for Cause or Disability; Termination by the Executive for Good Reason. If EDGEN terminates the Executive’s employment hereunder pursuant to Section 4.4 hereof or if the Executive terminates his employment pursuant to Section 4.6 hereof, then EDGEN shall have no further obligations hereunder after the Termination Date except payment of the Accrued Obligations and as set forth in this Section 5.4. Provided that the Executive executes and delivers to EDGEN a release, in substantially the form set forth on Exhibit A (the “Release”), and the Release becomes irrevocable within 60 days following the Termination Date, then (a) EDGEN will for the greater of (i) the 18-month period immediately following the Termination Date or (ii) the remainder of the Employment Term, pay the Annual Base Salary (as in effect immediately prior to the Termination Date) in accordance with EDGEN’s customary payroll practices (the “Severance Period”); (b) EDGEN will pay an amount, equal to the product of (i) the target Annual Bonus for the year in which the Termination Date occurs, multiplied by (ii) 1.50, (payments under (a) and (b) hereof to be payable in equal installments in accordance with EDGEN’s customary payroll practices commencing as set forth below and extending for the Severance Period; (c) during the portion, if any, of the Severance Period that Executive is eligible to elect and timely elects to continue coverage for himself and his eligible dependants under the Company’s or an Affiliate’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or similar state law, the Company shall reimburse the Executive on a monthly basis for the amount Executive pays to effect and continue such coverage; and (d) all unvested equity-based awards (“Equity Awards”) held by Executive on the Termination Date shall become immediately vested (for performance-based awards, vesting shall be subject to satisfaction of any applicable performance criteria, as determined in accordance with the applicable plan) (the payments and benefits described in items (a) through (d) above shall be referenced herein as the “Severance Package”). For purposes of this Agreement, the term “Equity Awards” shall include all equity-based awards covering or relating to equity securities of EDGEN, the Parent, Xxxxxxxx & Xxxxxxxx Holdings LLC or an Affiliate of any of them. If any of the payments set forth in the preceding sentence would otherwise be paid before the Release becomes irrevocable, such payments will instead be delayed and paid to the Executive in a lump sum within 15 days after the Release becomes irrevocable (and the remaining payments will be made as otherwise scheduled in the ordinary course). Notwithstanding the foregoing, if the 60 day period immediately following the Termination Date overlaps two calendar years, then, if any of such payments would otherwise be paid before the later of (i) the date such release becomes irrevocable, or (ii) the last day of the year in which such termination occurs (such later date, the “Applicable Date”), such payments will instead be delayed and paid to the Executive in a lump sum on the first regularly scheduled payroll date following the Applicable Date (and the remaining payments will be made as otherwise scheduled in the ordinary course). If the Release has not become irrevocable within 60 days following the Termination Date, the Executive will forfeit any right to the Severance Package.