We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Termination By Employer Without Cause or By Executive With Good Reason Clause in Contracts

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. (ii) The Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and the Minimum Bonus for a period of two years commencing on the date of such termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated. (iii) Any issued but unvested equity awards (i.e., shares then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such termination.

Appears in 3 contracts

Samples: Employment and Noncompetition Agreement (Gramercy Capital Corp), Employment Agreement (Gramercy Capital Corp), Employment Agreement (Gramercy Capital Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive In the event that the Executive’s employment and this Agreement is terminated without Cause by the Employer pursuant to Section 6(a)(iv6.2(e) above, or (ii) in the event that the Executive’s employment and this Agreement is terminated by Executive shall terminate his employment hereunder with Good Reason pursuant to Section 6.2(c): i. The Employer shall pay to the Executive all amounts and benefits accrued through the date of termination (6)(b)(iiincluding unused accrued vacation days) aboveand any unreimbursed expenses incurred pursuant to Section 2.8. ii. The Employer shall pay to the Executive any Quarterly Cash Bonus(es), thenQuarterly Stock Bonus(es), if Market Capitalization Bonus(es) and any Up-Listing Cash Bonus(es) that the Executive has fully complied earned for any fiscal quarter(s) prior to the fiscal quarter in which the Executive’s employment terminated pursuant to Section 2.2 to the extent that such Quarterly Cash Bonus(es), Quarterly Stock Bonus(es), Market Capitalization Bonus(es) and any Up-Listing Cash Bonus(es) had not yet been paid before the date of termination within ninety (90) calendar days following the Executive’s termination of employment. iii. The Employer shall pay to the Executive severance (“Severance”) in an amount equal to the Executive’s Base Salary, payable as salary continuation payments in accordance with Section 6(e) above, the Employment Period shall terminate as of the effective date set forth in the written notice of such termination Employer’s normal and customary payroll procedures over a severance period (the “Termination DateSeverance Period”) and Executive shall be entitled to the of six (6) months following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such Executive’s termination. iv. If the Executive timely elects continuation coverage under the Employer’s group medical, dental and health plans for the Executive and his covered dependents pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (iithe “Code”) The (which provisions are commonly known as “COBRA”), in accordance with ordinary plan practices, the Employer shall continue to pay pay, or reimburse Executive, during the Severance Period, for the COBRA premium payable by the Executive as if he had continued in active employment with the Employer, for the level of coverage the Employer and his covered dependents are enrolled in the Employer’s Base Salary (group medical, dental and health plans at the rate in effect on the date of termination, to the extent permitted under the terms of the Employer’s medical, dental and health plans; provided, however, that if the Executive and his termination) and covered dependents become eligible to receive comparable medical benefits under another employer provided plan during the Minimum Bonus for a period of two years commencing on Severance Period, the date Employer’s obligation to make, or reimburse COBRA payments described herein shall be terminated. Unless direct payment by the Employer of such terminationCOBRA payments is permitted by applicable law, the Executive shall pay the full cost of the premiums for such coverage, as determined and set under the then current practices of the Employer, on the same periodic payment dates as payment would have been first day of each month such coverage is provided and the Employer shall reimburse the Executive for COBRA continuation coverage (the “Reimbursement Amounts”). Any Reimbursement Amounts to be paid by the Employer to the Executive under this Section 6.3(d)(iv) shall be made to on the tenth (10th) day of each month the Executive had pays the Employment Period not been terminatedamount required by this Section 6.3(d)(iv) for COBRA continuation coverage. The Executive shall promptly notify the Employer of any changes in his eligibility for medical benefits coverage. (iii) v. Any issued but Restricted Shares that are scheduled to vest during the Severance Period, shall immediately and automatically vest and become non-forfeitable and the remaining unvested Restricted Shares shall terminate and be forfeited by the Executive and revert to the Employer. vi. The treatment of any and all other equity awards (i.e., shares then still subject to restrictions under the applicable award agreement) granted to the Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive be governed by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration terms of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following award agreements governing such terminationawards.

Appears in 2 contracts

Samples: Employment Agreement (Investview, Inc.), Employment Agreement (Investview, Inc.)

Termination By Employer Without Cause or By Executive With Good Reason. If If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) aboveabove (including, for avoidance of doubt, a termination resulting from a notice of non-renewal provided by the Employer pursuant to Section 1 hereof), or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and , Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit C hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”): (i) On the Payment Date, Executive shall receive a prorated cash payment equal to (A) the sum of (I) the average of the Formulaic Annual Cash Bonuses (including any portion of the Formulaic Annual Cash Bonuses that Executive elected to receive in equity) earned by Executive in respect of the two most recently completed fiscal years plus (II) the Time-Based Target Amount multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the Termination Date (and accrued but unpaid incentive compensation the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the Termination Date) and bonuses the denominator of which is 365; provided that, if a Prorated CiC Bonus was paid or payable at with respect to the fiscal year in which Executive’s employment terminates, then such times amount shall be reduced by the Prorated CiC Bonus to avoid duplication of payment (such cash payment, as would have applied without regard to such terminationreduced if applicable, the “Prorated Bonus”). (ii) The Employer Executive shall continue receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to pay two (2) times the sum of (A) Executive’s Base Salary in effect, (B) the full amount of the Formulaic Annual Cash Bonus that would be payable to Executive, assuming all performance criteria (at the rate maximum level) on which such Formulaic Annual Cash Bonus is based were deemed to be satisfied, in effect respect of services for the calendar year in which the Termination Date occurs (the “Annual Bonus”), and (C) the Time-Based Target Amount (the sum of (A), (B) and (C) being referred to as the “Annual Compensation Amount”); provided that, if Executive is terminated as a result of the Employer providing a notice of non-renewal pursuant to Section 1 hereof, Executive shall instead receive as severance pay, in a single payment on the date of his termination) and Payment Date, an amount in cash equal to the Minimum Bonus for a period of two years commencing on the date of such termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminatedAnnual Compensation Amount. (iii) the Employer shall pay the monthly employer contribution costs of continued life insurance coverage (as provided in Section 3(h) hereof) and continued group health, dental and vision plan insurance coverage for Executive and his dependents under the plans and programs in which Executive participated immediately prior to the Termination Date, or plans and programs maintained by the Employer in replacement thereof in which the senior executives of the Employer are eligible to participate, for a period of twenty-four (24) months following the Termination Date. If the payment of any COBRA or health insurance premiums by the Employer on behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employer shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain Executive’s group health insurance coverage in effect on the Termination Date for the remaining portion of the twenty-four (24) month period described above. (iv) Any issued but unvested equity shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership, other than any Annual Performance-Based Awards, shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable unexercisable or unvested stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable exercisable, on the date of Executive’s terminationPayment Date. Any unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that have become vested and exercisable Partnership shall remain exercisable for six months following until the second January 1 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. (v) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then, in addition to the payments and benefits set forth above (or, as specifically cited below, in lieu of such payments and benefits): (A) in lieu of the severance payment set forth in Section 7(a)(ii), Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to three (3) times the Annual Compensation Amount (provided that, for purposes of calculating the Annual Compensation Amount, Annual Bonus shall be equal to the average of the Formulaic Annual Cash Bonuses (including any portion of the Formulaic Annual Cash Bonuses that Executive elected to receive in equity) earned by Executive in respect of the two most recently completed fiscal years); (B) the insurance coverage or payments provided for in Section 7(a)(iii) above shall be extended from twenty-four (24) months to thirty-six (36) months; (C) neither Executive nor the Employer shall be required to execute the Release Agreement; and (D) if such Change-in-Control also constitutes a “change in the ownership” of the Employer, a “change in the effective control” of the Employer or a “change in ownership of a substantial portion of the assets” of the Employer, each within the meaning of Section 409A of the Code, and the regulations promulgated thereunder, then the Payment Date shall occur on the Termination Date. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(a) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Appears in 2 contracts

Samples: Employment Agreement (Sl Green Operating Partnership, L.P.), Employment Agreement (Sl Green Realty Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. (ii) The Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the Minimum Bonus amount paid for the immediately preceding year or, if the termination takes place prior to a period bonus having been previously so paid, the sum of two years commencing on $200,000) for the remaining term of the Employment Period after the date of such Executive’s termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminatedterminated for the remaining term of the Employment Period after the date of Executive’s termination; provided, however, that if such termination occurs upon or following a Change-in-Control, the Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the highest amount paid for the three preceding years or, if the termination takes place prior to a bonus having been previously so paid, the sum of $200,000) for the greater of 18 months or the remaining term of the Employment Period after the date of Executive’s termination, on such periodic payment dates. (iii) Executive shall continue to receive all benefits described in Section 3(f) existing on the date of termination for the remaining term of the Employment Period, subject to the terms and conditions upon which such benefits may be offered to continuing senior executives from time to time. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination. For purposes of vesting under the Employer’s Outperformance Plan, without limiting any other rights that Executive may have under the Employer’s Outperformance Plan, Executive shall be treated as if he had remained in the employ of the Employer for 12 months after the date of termination. Notwithstanding the foregoing, (A) nothing in this Section 7(a)(iii) shall restrict the ability of the Employer to amend or terminate the plans and programs governing the benefits described in Section 3(f) from time to time in its sole discretion, and (B) the Employer shall in no event be required to provide any benefits otherwise required by this Section 7(a)(iii) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). (iv) Any issued but unvested equity awards shares of restricted stock (i.e., shares then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions) and, as applicable, Executive shall be entitled to receive the amount described in the last sentence of Section 3(d) (for the avoidance of doubt, the foregoing provisions of this sentence shall not refer to grants under the Employer’s Outperformance Plan, which shall apply in accordance with its terms as in effect from time to time), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following until the second January 2 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such termination.

Appears in 2 contracts

Samples: Employment Agreement (Sl Green Realty Corp), Employment Agreement (Sl Green Realty Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) aboveabove (including, for avoidance of doubt, a termination resulting from a notice of non-renewal provided by the Employer pursuant to Section 1 hereof), or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and , Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit C hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”): (i) On the Payment Date, Executive shall receive a prorated cash payment equal to (A) the sum of (I) the average of the Formulaic Annual Cash Bonuses (including any portion of the Formulaic Annual Cash Bonuses that Executive elected to receive in equity) earned by Executive in respect of the two most recently completed fiscal years plus (II) the Time-Based Target Amount multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the Termination Date (and accrued but unpaid incentive compensation the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the Termination Date) and bonuses the denominator of which is 365; provided that, if a Prorated CiC Bonus was paid or payable at with respect to the fiscal year in which Executive’s employment terminates, then such times amount shall be reduced by the Prorated CiC Bonus to avoid duplication of payment (such cash payment, as would have applied without regard to such terminationreduced if applicable, the “Prorated Bonus”). (ii) The Employer Executive shall continue receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to pay one and one-half (1.5) times the sum of (A) Executive’s Base Salary in effect, (B) the full amount of the Formulaic Annual Cash Bonus that would be payable to Executive, assuming all performance criteria (at the rate maximum level) on which such Formulaic Annual Cash Bonus is based were deemed to be satisfied, in effect respect of services for the calendar year in which the Termination Date occurs (the “Annual Bonus”), and (C) the Time-Based Target Amount (the sum of (A), (B) and (C) being referred to as the “Annual Compensation Amount”); provided that, if Executive is terminated as a result of the Employer providing a notice of non-renewal pursuant to Section 1 hereof, Executive shall instead receive as severance pay, in a single payment on the date of his termination) and Payment Date, an amount in cash equal to the Minimum Bonus for a period of two years commencing on the date of such termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminatedAnnual Compensation Amount. (iii) the Employer shall pay the monthly employer contribution costs of continued group health, dental and vision plan insurance coverage for Executive and his dependents under the plans and programs in which Executive participated immediately prior to the Termination Date, or plans and programs maintained by the Employer in replacement thereof in which the senior executives of the Employer are eligible to participate, for a period of eighteen (18) months following the Termination Date. If the payment of any COBRA or health insurance premiums by the Employer on behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employer shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain Executive’s group health insurance coverage in effect on the Termination Date for the remaining portion of the eighteen (18) month period described above. (iv) Any issued but unvested equity shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership, other than any Annual Performance-Based Awards, shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable unexercisable or unvested stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable exercisable, on the date of Executive’s terminationPayment Date. Any unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that have become vested and exercisable Partnership shall remain exercisable for six months following until the second January 1 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. (v) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then, in addition to the payments and benefits set forth above (or, as specifically cited below, in lieu of such payments and benefits): (A) in lieu of the severance payment set forth in Section 7(a)(ii), Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to two and one-half (2.5) times the Annual Compensation Amount (provided that, for purposes of calculating the Annual Compensation Amount, Annual Bonus shall be equal to the average of the Formulaic Annual Cash Bonuses (including any portion of the Formulaic Annual Cash Bonuses that Executive elected to receive in equity) earned by Executive in respect of the two most recently completed fiscal years); (B) the insurance coverage or payments provided for in Section 7(a)(iii) above shall be extended from eighteen (18) months to thirty (30) months; (C) neither Executive nor the Employer shall be required to execute the Release Agreement; and (D) if such Change-in-Control also constitutes a “change in the ownership” of the Employer, a “change in the effective control” of the Employer or a “change in ownership of a substantial portion of the assets” of the Employer, each within the meaning of Section 409A of the Code, and the regulations promulgated thereunder, then the Payment Date shall occur on the Termination Date. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(a) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Appears in 2 contracts

Samples: Employment Agreement (Sl Green Operating Partnership, L.P.), Employment Agreement (Sl Green Operating Partnership, L.P.)

Termination By Employer Without Cause or By Executive With Good Reason. If If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and , Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit B hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”): (i) On the Payment Date, Executive shall receive a prorated cash payment equal to (A) the average of the Annual Cash Bonuses earned by Executive in respect of the two most recently completed fiscal years multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the Termination Date (and accrued but unpaid incentive compensation the number of days in the prior fiscal year, in the event that Executive’s Annual Cash Bonus for such year had not been determined as of the Termination Date) and bonuses payable at such times as would have applied without regard the denominator of which is 365 (the “Prorated Bonus”); provided that the Prorated Bonus shall not be paid if a Change-in-Control occurs during the Employment Period prior to such terminationthe Termination Date to avoid duplication of payment with the Prorated CiC Bonus and Change-in-Control Period Compensation. (ii) The Employer Executive shall continue receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to pay (A) the sum of (I) Executive’s Base Salary (at the rate in effect on and (II) the date average of his terminationthe Annual Cash Bonuses earned by Executive in respect of the two most recently completed fiscal years (the sum of (I) and (II) being referred to as the Minimum Bonus for a period “Annual Compensation Amount”) and (B) an amount equal to (I) if the Termination Date occurs before the annual grant of LTIP Units in January 2023 pursuant to Section 3(c), two years commencing on (2) times the date Time-Based Target Amount, (II) if the Termination Date occurs after the annual grant of LTIP Units in January 2023 and before the annual grant of LTIP Units in January 2024 pursuant to Section 3(c), the Time-Based Target Amount or (III) otherwise, zero; provided that such amount shall be reduced by the amount of any Change-in-Control Period Compensation paid pursuant to clause (iii) of the definition of such terminationterm pursuant to Section 3(h) (such amount, on as reduced if applicable, the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated“Time-Based Severance Amount”). (iii) the Employer shall pay the monthly employer contribution costs of continued group health, dental and vision plan insurance coverage for Executive and his dependents under the plans and programs in which Executive participated immediately prior to the Termination Date, or plans and programs maintained by the Employer in replacement thereof in which the senior executives of the Employer are eligible to participate, for a period of twelve (12) months following the Termination Date. If the payment of any COBRA or health insurance premiums by the Employer on behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employer shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain Executive’s group health insurance coverage in effect on the Termination Date for the remaining portion of the twelve (12) month period described above. (iv) Any issued but unvested equity shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation Partnership, other than any awards that would otherwise become vested are or, at grant, were subject to performance-based vesting conditions beyond continued employment (“Performance-Based Awards”), shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable unexercisable or unvested stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable exercisable, on the date of Executive’s terminationPayment Date. Any unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that have become vested and exercisable Partnership shall remain exercisable for six months following until the second January 1 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Any Performance-Based Awards shall be governed by their terms as in effect from time to time. (v) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then, in addition to the payments and benefits set forth above (or, as specifically cited below, in lieu of such payments and benefits): (A) in lieu of the severance payment set forth in Section 7(a)(ii), Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to (I) two (2) times the Annual Compensation Amount and (II) the Time-Based Severance Amount; (B) the insurance coverage or payments provided for in Section 7(a)(iii) above shall be extended from twelve (12) months to twenty-four (24) months; (C) neither Executive nor the Employer shall be required to execute the Release Agreement; and (D) if such Change-in-Control also constitutes a “change in the ownership” of the Employer, a “change in the effective control” of the Employer or a “change in ownership of a substantial portion of the assets” of the Employer, each within the meaning of Section 409A of the Code, and the regulations promulgated thereunder, then the Payment Date shall occur on the Termination Date. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(a) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Operating Partnership, L.P.)

Termination By Employer Without Cause or By Executive With Good Reason. If If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and , Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit B hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”): (i) On the Payment Date, Executive shall receive a prorated cash payment equal to (A) the average of the Annual Cash Bonuses earned by Executive in respect of the two most recently completed fiscal years multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the Termination Date (and accrued but unpaid incentive compensation the number of days in the prior fiscal year, in the event that Executive’s Annual Cash Bonus for such year had not been determined as of the Termination Date) and bonuses payable at such times as would have applied without regard the denominator of which is 365 (the “Prorated Bonus”); provided that the Prorated Bonus shall not be paid if a Change-in-Control occurs during the Employment Period prior to such terminationthe Termination Date to avoid duplication of payment with the Prorated CiC Bonus and Change-in-Control Period Compensation. (ii) The Employer Executive shall continue receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to pay (A) the sum of (I) Executive’s Base Salary (at the rate in effect on and (II) the date average of his terminationthe Annual Cash Bonuses earned by Executive in respect of the two most recently completed fiscal years (the sum of (I) and (II) being referred to as the Minimum Bonus for a period “Annual Compensation Amount”) and (B) an amount equal to (I) if the Termination Date occurs before the annual grant of LTIP Units in January 2020 pursuant to Section 3(c), two years commencing on (2) times the date Time-Based Target Amount, (II) if the Termination Date occurs after the annual grant of LTIP Units in January 2020 and before the annual grant of LTIP Units in January 2021 pursuant to Section 3(c), the Time-Based Target Amount or (III) otherwise, zero; provided that such amount shall be reduced by the amount of any Change-in-Control Period Compensation paid pursuant to clause (iii) of the definition of such terminationterm pursuant to Section 3(h) (such amount, on as reduced if applicable, the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated“Time-Based Severance Amount”). (iii) the Employer shall pay the monthly employer contribution costs of continued group health, dental and vision plan insurance coverage for Executive and his dependents under the plans and programs in which Executive participated immediately prior to the Termination Date, or plans and programs maintained by the Employer in replacement thereof in which the senior executives of the Employer are eligible to participate, for a period of twelve (12) months following the Termination Date. If the payment of any COBRA or health insurance premiums by the Employer on behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employer shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain Executive’s group health insurance coverage in effect on the Termination Date for the remaining portion of the twelve (12) month period described above. (iv) Any issued but unvested equity shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation Partnership, other than any awards that would otherwise become vested are or, at grant, were subject to performance-based vesting conditions beyond continued employment (“Performance-Based Awards”), shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable unexercisable or unvested stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable exercisable, on the date of Executive’s terminationPayment Date. Any unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that have become vested and exercisable Partnership shall remain exercisable for six months following until the second January 1 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Any Performance-Based Awards shall be governed by their terms as in effect from time to time. (v) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then, in addition to the payments and benefits set forth above (or, as specifically cited below, in lieu of such payments and benefits): (A) in lieu of the severance payment set forth in Section 7(a)(ii), Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to (I) two (2) times the Annual Compensation Amount and (II) the Time-Based Severance Amount; (B) the insurance coverage or payments provided for in Section 7(a)(iii) above shall be extended from twelve (12) months to twenty-four (24) months; (C) neither Executive nor the Employer shall be required to execute the Release Agreement; and (D) if such Change-in-Control also constitutes a “change in the ownership” of the Employer, a “change in the effective control” of the Employer or a “change in ownership of a substantial portion of the assets” of the Employer, each within the meaning of Section 409A of the Code, and the regulations promulgated thereunder, then the Payment Date shall occur on the Termination Date. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(a) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Operating Partnership, L.P.)

Termination By Employer Without Cause or By Executive With Good Reason. If Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason prior to the end of the Employment Period hereof, then Executive shall be entitled to: (i) Executive is terminated without Cause pursuant the Accrued Benefits and any earned and unpaid portion of an Annual Bonus Incentive for the fiscal year prior to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, the Employment Period shall terminate as fiscal year of the effective date set forth in the written notice of such termination (the “Termination DateUnpaid Bonus) and Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. ); (ii) The Employer shall continue a lump sum separation payment equal to pay one (1) times the annual Base Salary plus one (1) times the Average Bonus (as defined below); and (iii) the Annual Bonus Incentive determined for the full fiscal year based solely upon the operations and investment performance of the Company for the twelve (12) month period through and including the end of the fiscal quarter in which Executive’s Base Salary employment is terminated hereunder multiplied by a fraction, the numerator of which is the number of months (at including the rate in effect on the date month of his termination) during the then current fiscal year that Executive was employed under this Agreement and the Minimum denominator of which is twelve (12) (the “Pro-Rata Annual Bonus for a Incentive”). “Average Bonus” means the three-fiscal year average (or such lesser period during the Employment Period, if applicable) of two years commencing on the date Annual Bonus Incentive; provided, however, that in the event such termination occurs prior to the end of such terminationthe 2008 Bonus period, on the same periodic payment dates as payment amount of the Average Bonus shall be equal to the average of (A) the 2007 Annual Bonus Incentive actually paid to Executive and (B) the 2008 Annual Bonus Incentive which would have been made to paid if Executive had been employed at the Employment Period not been terminated. end of the 2008 Bonus period based solely upon the operations and investment performance of the Company for the twelve (iii12) Any issued but unvested equity awards (i.e., shares then still subject to restrictions under month period through and including the applicable award agreement) granted to Executive by end of the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of fiscal quarter in which Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such terminationemployment is terminated hereunder.

Appears in 1 contract

Samples: Employment Agreement (Epoch Holding Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive In the event that the Executive’s employment and this Agreement is terminated without Cause by the Employer pursuant to Section 6(a)(iv6.2(e) above, or (ii) in the event that the Executive’s employment and this Agreement is terminated by Executive shall terminate his employment hereunder with Good Reason pursuant to Section 6.2(c): i. The Employer shall pay to the Executive all amounts and benefits accrued through the date of termination (6)(b)(iiincluding unused accrued vacation days) aboveand any unreimbursed expenses incurred pursuant to Section 2.9. ii. The Employer shall pay to the Executive any Quarterly Cash Bonus(es), thenQuarterly Stock Bonus(es), if Market Capitalization Bonus(es) and any Up-Listing Cash Bonus(es) that the Executive has fully complied earned for any fiscal quarter(s) prior to the fiscal quarter in which the Executive’s employment terminated pursuant to Section 2.2 to the extent that such Quarterly Cash Bonus(es), Quarterly Stock Bonus(es), Market Capitalization Bonus(es) and any Up-Listing Cash Bonus(es) had not yet been paid before the date of termination, with Section 6(epayment to be made within ninety (90) abovecalendar days following the Executive’s termination of employment. iii. The Employer shall pay to the Executive severance (“Severance”) in an amount equal to the Executive’s Base Salary, payable as salary continuation payments in accordance with the Employment Period shall terminate as of the effective date set forth in the written notice of such termination Employer’s normal and customary payroll procedures over a severance period (the “Termination DateSeverance Period”) and Executive shall be entitled to the following payment and benefits: of: (i) Executive shall receive any earned and accrued but unpaid Base Salary six (6) months, provided such termination occurs on or before the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. first annual anniversary of Executive’s employment by the Employer; or (ii) The twelve (12) months, provided such termination occurs after the first annual anniversary of Executive’s employment by the Employer. iv. If the Executive timely elects continuation coverage under the Employer’s group medical, dental and health plans for the Executive and his covered dependents pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) (which provisions are commonly known as “COBRA”), in accordance with ordinary plan practices, the Employer shall continue to pay pay, or reimburse Executive, during the Severance Period, for the COBRA premium payable by the Executive as if he had continued in active employment with the Employer, for the level of coverage the Employer and his covered dependents are enrolled in the Employer’s Base Salary (group medical, dental and health plans at the rate in effect on the date of termination, to the extent permitted under the terms of the Employer’s medical, dental and health plans; provided, however, that if the Executive and his termination) and covered dependents become eligible to receive comparable medical benefits under another employer provided plan during the Minimum Bonus for a period of two years commencing on Severance Period, the date Employer’s obligation to make, or reimburse COBRA payments described herein shall be terminated. Unless direct payment by the Employer of such terminationCOBRA payments is permitted by applicable law, the Executive shall pay the full cost of the premiums for such coverage, as determined and set under the then current practices of the Employer, on the same periodic payment dates as payment would have been first day of each month such coverage is provided and the Employer shall reimburse the Executive for COBRA continuation coverage (the “Reimbursement Amounts”). Any Reimbursement Amounts to be paid by the Employer to the Executive under this Section 6.3(d)(iv) shall be made to on the tenth (10th) day of each month the Executive had pays the Employment Period not been terminatedamount required by this Section 6.3(d)(iv) for COBRA continuation coverage. The Executive shall promptly notify the Employer of any changes in his eligibility for medical benefits coverage. (iii) v. Any issued but Restricted Shares and Director Restricted Shares that are scheduled to vest during the Severance Period, shall immediately and automatically vest and become non-forfeitable and the remaining unvested Restricted Shares and Director Restricted Shares shall terminate and be forfeited by the Executive and revert to the Employer. vi. The treatment of any and all other equity awards (i.e., shares then still subject to restrictions under the applicable award agreement) granted to the Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive be governed by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration terms of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following award agreements governing such terminationawards.

Appears in 1 contract

Samples: Employment Agreement (Investview, Inc.)

Termination By Employer Without Cause or By Executive With Good Reason. If Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason prior to the end of the Term hereof, then Executive shall be entitled to: (i) Executive is terminated without Cause pursuant the Accrued Benefits and any earned and unpaid portion of an Annual Bonus Incentive for the year prior to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, the Employment Period shall terminate as year of the effective date set forth in the written notice of such termination (the “Termination DateUnpaid Bonus) and Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. ); (ii) The Employer shall continue a lump sum separation payment equal to pay Executive’s one (1) time the annual Base Salary plus one (at 1) time the rate in effect on Average Bonus (as defined below); and (iii) for any year other than 2007, the Annual Bonus Incentive determined for the full year based solely upon the operations and investment performance of AREP and its controlled Affiliates through the date of his termination and annualized for the remainder of the year multiplied by a fraction, the numerator of which is the number of months (including the month of termination) during the then current year that Executive was employed under this Agreement and the Minimum denominator of which is twelve (12) (the “Pro-Rata Annual Bonus for a Incentive”). “Average Bonus” means the three-year average (or such lesser period during the Term, if applicable) of two years commencing the Annual Bonus Incentive; provided, however, that in the event such termination occurs on or after December 31, 2007 and prior to the date end of such terminationthe 2008 Bonus period, on the same periodic payment dates as payment amount of the Average Bonus shall be equal to the average of (A) the 2007 Annual Bonus Incentive actually paid (or payable) to Executive and increased to represent an annualized amount and (B) the 2008 Annual Bonus Incentive which would have been made to paid if Executive had been employed at the Employment Period not been terminated. end of the 2008 Bonus period based solely upon the operations and investment performance of AREP and its controlled Affiliates through the termination date (iii) Any issued but unvested equity awards (i.e., shares then still subject and as otherwise determined in accordance with Exhibit A). In the event such termination occurs prior to restrictions under the applicable award agreement) granted to Executive by end of the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier2007 Bonus period, the expiration Average Bonus shall be equal to the 2007 Annual Bonus Incentive which would have been paid if Executive had been employed at the end of the initial applicable term stated at 2007 Bonus period based solely upon the time operations and investment performance of AREP and its controlled Affiliates through the termination date and annualized for the remainder of the grant. Other than year (and as may be provided under Section 4 or as expressly provided otherwise determined in this Section 7(aaccordance with Exhibit A), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (American Real Estate Partners L P)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. (ii) The Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the Minimum Bonus amount paid for the immediately preceding year or, if the termination takes place prior to a period bonus having been previously so paid, the sum of two years commencing on $150,000) for the remaining term of the Employment Period after the date of such Executive’s termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminatedterminated for the remaining term of the Employment Period after the date of Executive’s termination; provided, however, that if such termination occurs upon or following a Change-in-Control, the Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the highest amount paid for the two preceding years or, if the termination takes place prior to a bonus having been previously so paid, the sum of $150,000) for the greater of 12 months or the remaining term of the Employment Period after the date of Executive’s termination, on such periodic payment dates. (iii) Executive shall continue to receive all benefits described in Section 3(f) existing on the date of termination for the remaining term of the Employment Period, subject to the terms and conditions upon which such benefits may be offered to continuing senior executives from time to time. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination. For purposes of vesting under the Employer’s Outperformance Plan, without limiting any other rights that Executive may have under the Employer’s Outperformance Plan, Executive shall be treated as if he had remained in the employ of the Employer for 12 months after the date of termination. Notwithstanding the foregoing, (A) nothing in this Section 7(a)(iii) shall restrict the ability of the Employer to amend or terminate the plans and programs governing the benefits described in Section 3(f) from time to time in its sole discretion, and (B) the Employer shall in no event be required to provide any benefits otherwise required by this Section 7(a)(iii) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). (iv) Any issued but unvested equity awards shares of restricted stock (i.e., shares then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions) (for the avoidance of doubt, the foregoing provision of this sentence shall not refer to grants under the Employer’s Outperformance Plan, which shall apply in accordance with its terms as in effect from time to time), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following until the second January 2 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Realty Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive In the event that the Executive’s employment and this Agreement is terminated without Cause by the Employer pursuant to Section 6(a)(iv6.2(e) above, or (ii) in the event that the Executive’s employment and this Agreement is terminated by Executive shall terminate his employment hereunder with Good Reason pursuant to Section 6.2(c): i. The Employer shall pay to the Executive all amounts and benefits accrued through the date of termination (6)(b)(iiincluding unused accrued vacation days) aboveand any unreimbursed expenses incurred pursuant to Section 2.8. ii. The Employer shall pay to the Executive any Quarterly Cash Bonus(es), thenQuarterly Stock Bonus(es), if Market Capitalization Bonus(es) and any Up-Listing Cash Bonus(es) that the Executive has fully complied earned for any fiscal quarter(s) prior to the fiscal quarter in which the Executive’s employment terminated pursuant to Section 2.2 to the extent that such Quarterly Cash Bonus(es), Quarterly Stock Bonus(es), Market Capitalization Bonus(es) and any Up-Listing Cash Bonus(es) had not yet been paid before the date of termination within ninety (90) calendar days following the Executive’s termination of employment. iii. The Employer shall pay to the Executive severance (“Severance”) in an amount equal to the Executive’s Base Salary, payable as salary continuation payments in accordance with Section 6(e) above, the Employment Period shall terminate as of the effective date set forth in the written notice of such termination Employer’s normal and customary payroll procedures over a severance period (the “Termination DateSeverance Period”) and Executive shall be entitled to the of six (6) months following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such Executive’s termination. iv. If the Executive timely elects continuation coverage under the Employer’s group medical, dental and health plans for the Executive and his covered dependents pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (iithe “Code”) The (which provisions are commonly known as “COBRA”), in accordance with ordinary plan practices, the Employer shall continue to pay pay, or reimburse Executive, during the Severance Period, for the COBRA premium payable by the Executive as if he had continued in active employment with the Employer, for the level of coverage the Employer and his covered dependents are enrolled in the Employer’s Base Salary (group medical, dental and health plans at the rate in effect on the date of termination, to the extent permitted under the terms of the Employer’s medical, dental and health plans; provided, however, that if the Executive and his termination) and covered dependents become eligible to receive comparable medical benefits under another employer provided plan during the Minimum Bonus for a period of two years commencing on Severance Period, the date Employer’s obligation to make, or reimburse COBRA payments described herein shall be terminated. Unless direct payment by the Employer of such terminationCOBRA payments is permitted by applicable law, the Executive shall pay the full cost of the premiums for such coverage, as determined and set under the then current practices of the Employer, on the same periodic payment dates as payment would have been first day of each month such coverage is provided and the Employer shall reimburse the Executive for COBRA continuation coverage (the “Reimbursement Amounts”). Any Reimbursement Amounts to be paid by the Employer to the Executive under this Section 6.3(d)(iv) shall be made to on the tenth (10th) day of each month the Executive had pays the Employment Period not been terminatedamount required by this Section 6.3(d)(iv) for COBRA continuation coverage. The Executive shall promptly notify the Employer of any changes in his eligibility for medical benefits coverage. (iii) v. Any issued but Options that are scheduled to vest during the Severance Period, shall immediately and automatically vest and become non-forfeitable and the remaining unvested Options shall terminate and be forfeited by the Executive and revert to the Employer. vi. The treatment of any and all other equity awards (i.e., shares then still subject to restrictions under the applicable award agreement) granted to the Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive be governed by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration terms of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following award agreements governing such terminationawards.

Appears in 1 contract

Samples: Employment Agreement (Investview, Inc.)

Termination By Employer Without Cause or By Executive With Good Reason. If If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and , Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit B hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”): (i) On the Payment Date, Executive shall receive a prorated cash payment equal to (A) the average of the Annual Cash Bonuses earned by Executive in respect of the three most recently completed fiscal years multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the Termination Date (and accrued but unpaid incentive compensation the number of days in the prior fiscal year, in the event that Executive’s Annual Cash Bonus for such year had not been determined as of the Termination Date) and bonuses payable at such times as would have applied without regard the denominator of which is 365 (the “Prorated Bonus”); provided that the Prorated Bonus shall not be paid if a Change-in-Control occurs during the Employment Period prior to such terminationthe Termination Date to avoid duplication of payment with the Prorated CiC Bonus and Change-in-Control Period Compensation. (ii) The Employer Executive shall continue receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to pay (A) the sum of (I) Executive’s Base Salary (at the rate in effect on and (II) the date average of his terminationthe Annual Cash Bonuses earned by Executive in respect of the three most recently completed fiscal years (the sum of (I) and (II) being referred to as the Minimum Bonus for a period “Annual Compensation Amount”) and (B) an amount equal to (I) if the Termination Date occurs before the annual grant of LTIP Units in January 2024 pursuant to Section 3(c), two years commencing on (2) times the date Time-Based Target Amount, (II) if the Termination Date occurs after the annual grant of LTIP Units in January 2024 and before the annual grant of LTIP Units in January 2025 pursuant to Section 3(c), the Time-Based Target Amount or (III) otherwise, zero; provided that such amount shall be reduced by the amount of any Change-in-Control Period Compensation paid pursuant to clause (iii) of the definition of such terminationterm pursuant to Section 3(h) (such amount, on as reduced if applicable, the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated“Time-Based Severance Amount”). (iii) the Employer shall pay the monthly employer contribution costs of continued group health, dental and vision plan insurance coverage for Executive and his dependents under the plans and programs in which Executive participated immediately prior to the Termination Date, or plans and programs maintained by the Employer in replacement thereof in which the senior executives of the Employer are eligible to participate, for a period of twelve (12) months following the Termination Date. If the payment of any COBRA or health insurance premiums by the Employer on behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employer shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain Executive’s group health insurance coverage in effect on the Termination Date for the remaining portion of the twelve (12) month period described above. (iv) Any issued but unvested equity shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation Partnership, other than any awards that would otherwise become vested are or, at grant, were subject to performance-based vesting conditions beyond continued employment (“Performance-Based Awards”), shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable unexercisable or unvested stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that would otherwise become vested Partnership shall not be forfeited on the Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable exercisable, on the date of Executive’s terminationPayment Date. Any unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Corporation that have become vested and exercisable Partnership shall remain exercisable for six months following until the second January 1 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Any Performance-Based Awards shall be governed by their terms as in effect from time to time. (v) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then, in addition to the payments and benefits set forth above (or, as specifically cited below, in lieu of such payments and benefits): (A) in lieu of the severance payment set forth in Section 7(a)(ii), Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to (I) two (2) times the Annual Compensation Amount and (II) the Time-Based Severance Amount; (B) the insurance coverage or payments provided for in Section 7(a)(iii) above shall be extended from twelve (12) months to twenty-four (24) months; (C) neither Executive nor the Employer shall be required to execute the Release Agreement; and (D) if such Change-in-Control also constitutes a “change in the ownership” of the Employer, a “change in the effective control” of the Employer or a “change in ownership of a substantial portion of the assets” of the Employer, each within the meaning of Section 409A of the Code, and the regulations promulgated thereunder, then the Payment Date shall occur on the Termination Date. Other than as may be provided under Section 4 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(a) or Section 7(f), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Operating Partnership, L.P.)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) Date and Executive shall be entitled to the following payment payments and benefits:, subject to Executive’s execution of a mutual release agreement with the Employer in form and substance reasonably satisfactory to Executive and the Employer, whereby, in general, each party releases the other from all claims such party may have against the other party (other than (A) claims against the Employer relating to the Employer’s obligations under this Agreement and certain other specified agreements arising in connection with or after Executive’s termination, including, without limitation, Employer’s obligations hereunder to provide severance payments and benefits and accelerated vesting of equity awards and (B) claims against Executive relating to or arising out of any act of fraud, intentional misappropriation of funds, embezzlement or any other action with regard to the Employer or any of its affiliated companies that constitutes a felony under any federal or state statute committed or perpetrated by Executive during the course of Executive’s employment with the Employer or its affiliates, in any event, that would have a material adverse effect on the Employer, or any other claims that may not be released by the Employer under applicable law) (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and the effectiveness and irrevocability of the Release Agreement with respect to Executive (with the date of such effectiveness and irrevocability being referred to herein as the “Release Effectiveness Date”): (i) Promptly following the Release Effectiveness Date, but no later than the regular payroll payment date for the period in which the Release Effectiveness Date occurs (the “Payment Date”), Executive shall receive any earned and accrued but unpaid Base Salary on and a prorated annual cash bonus equal to (A) the average of the annual cash bonuses (including any portion of the annual cash bonus paid in the form of shares of Common Stock, Class A Units (“OP Units”) in the OP, LTIP Units or other equity awards, as determined at the time of grant by the Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards, but excluding any annual or other equity awards made other than as payment of a cash bonus) paid to Executive by the Employer in respect of the two most recently completed fiscal years (the “Average Annual Cash Bonus”) multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which Executive’s employment terminates through the Termination Date (and the number of days in the prior fiscal year, in the event that Executive’s annual cash bonus for such year had not been determined as of the Termination Date, ) and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such terminationthe denominator of which is 365. (ii) The Employer Executive shall receive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment on the Payment Date, an amount in cash equal to the sum of (A) the Executive’s average annual Base Salary in effect during the twenty-four (24) months immediately prior to the Termination Date (the “Average Annual Base Salary”) and (B) the Average Annual Cash Bonus. (iii) Executive shall continue to pay Executive’s receive all benefits described in Section 3(f) existing on the Termination Date for a period of twelve (12) months after the Termination Date, subject to the terms and conditions upon which such benefits may be offered to continuing senior executives from time to time. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary (at the rate in effect on the date of his termination) and . For purposes of vesting under the Minimum Bonus 2003 Outperformance Plan, without limiting any other rights that Executive may have under the 2003 Outperformance Plan, Executive shall be treated as if he had remained in the employ of the Employer for a period of two years commencing on 12 months after the date of termination. Notwithstanding the foregoing, (A) nothing in this Section 7(a)(iii) shall restrict the ability of the Employer to amend or terminate the plans and programs governing the benefits described in Section 3(f) from time to time in its sole discretion, and (B) the Employer shall in no event be required to provide any benefits otherwise required by this Section 7(a)(iii) after such termination, on time as Executive becomes entitled to receive benefits of the same periodic payment dates as payment would have been made type from another employer or recipient of Executive’s services (such entitlement being determined without regard to Executive had the Employment Period not been terminatedany individual waivers or other similar arrangements). (iiiiv) Any issued but unvested equity shares of restricted stock, OP Units, LTIP Units or other equity-based awards (i.e., shares shares, OP Units, LTIP Units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or shall not be forfeited on the Corporation that would otherwise become vested Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive by the Employer or shall not be forfeited on the Corporation that would otherwise become vested Termination Date and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable exercisable, on the date of Executive’s terminationRelease Effectiveness Date. Any unexercised stock options granted to Executive by the Employer on or the Corporation that have become vested and exercisable after January 1, 2004 shall remain exercisable for six months following until the second January 1 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a)In addition, the Employer shall pay Executive an additional cash amount (the “Gross-Up Amount”) with respect to any shares of restricted stock, OP Units or LTIP Units that vest on the Release Effectiveness Date, intended to serve generally as a tax gross-up: (A) upon the Release Effectiveness Date, equal to 40% of the value of such restricted shares or OP Units included in Executive’s taxable income on such date and (B) upon the date on which such LTIP Units (or the securities into which such LTIP Units are convertible) are redeemed or exchanged in a taxable transaction, an amount equal to 20% of the lesser of (I) the value of such LTIP Units on the Release Effectiveness Date or (II) the value of such LTIP Units (or other securities into which the LTIP Units were convertible) on the date of such taxable transaction, assuming for purposes of clauses (I) and (II) that the value of each LTIP Unit is equal to the value of one share of Common Stock (as adjusted for any changes in the Conversion Factor (as defined in the partnership agreement of the OP)); provided that, in the event that the Employer determines on or prior to the vesting of such LTIP Units that such LTIP Units are taxable upon vesting in the same manner as restricted shares of Common Stock would have no been, the Employer shall pay Executive upon the Release Effectiveness Date, an amount equal to 40% of the value of the LTIP Units included in Executive’s taxable income on such date in lieu of the payment otherwise due under clause (B) above. For avoidance of doubt, the provisions of this Section 7(a)(iv) shall not apply to grants made under the Outperformance Plans, which shall be governed by their terms as in effect from time to time and the provisions of Section 7(a)(iii) above. (v) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control then, in addition to the payments and benefits set forth above (or, as specifically cited below, in lieu of such payments and benefits): (A) the Employer shall provide to Executive outplacement benefits provided by a nationally-recognized outplacement firm of Executive’s selection, for a period of up to two (2) years following the Termination Date (such benefits are not to exceed 25% of the Average Annual Base Salary), (B) in lieu of the severance payment set forth in Section 7(a)(ii), Executive shall receive as severance pay and in lieu of any further obligations hereunder following such terminationcompensation for periods subsequent to the Termination Date, in a single payment on the Release Effectiveness Date, an amount in cash equal to three (3) times the sum of (I) the Average Annual Base Salary and (II) the Average Annual Cash Bonus, (C) the continuation of benefits provided for in the first sentence of Section 7(a)(iii) above shall be extended from twelve (12) months to thirty-six (36) months, but shall otherwise be subject to the terms of Section 7(a)(iii) and (D) neither Executive nor the Employer shall be required to execute the Release Agreement and all references throughout to the Release Effectiveness Date shall refer to the Termination Date.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Realty Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If (ix) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (iiy) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and Executive shall be entitled to the following payment and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. (ii) The Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the Minimum Bonus average amount paid for a period the immediately preceding two years) for the remaining term of two years commencing on the Employment Period after the date of such Executive’s termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminatedterminated for the remaining term of the Employment Period after the date of Executive’s termination; provided, however, that if such termination occurs upon or following a Change-in-Control, the Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the highest amount paid for the two preceding years) for the greater of 18 months or the remaining term of the Employment Period after the date of Executive’s termination, on such periodic payment dates. (iii) Executive shall continue to receive all benefits described in Section 3(f) existing on the date of termination for a period of three years to follow the Termination Date, subject to the terms and conditions upon which such benefits may be offered to continuing senior executives from time to time. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination. For purposes of vesting under the Employer’s Outperformance Plan, without limiting any other rights that Executive may have under the Employer’s Outperformance Plan, Executive shall be treated as if he had remained in the employ of the Employer for 12 months after the date of termination. Notwithstanding the foregoing, (A) nothing in this Section 7(a)(iii) shall restrict the ability of the Employer to amend or terminate the plans and programs governing the benefits described in Section 3(f) from time to time in its sole discretion, and (B) the Employer shall in no event be required to provide any benefits otherwise required by this Section 7(a)(iii) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). (iv) Any issued but unvested equity awards shares of restricted stock (i.e., shares then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions) and, as applicable, Executive shall be entitled to receive the amount described in the last sentence of Section 3(d) (for the avoidance of doubt, the foregoing provisions of this sentence shall not refer to grants under the Employer’s Outperformance Plan, which shall apply in accordance with its terms as in effect from time to time), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following until the second January 2 to follow the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 3(i) or 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Realty Corp)

Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the "Termination Date") and Executive shall be entitled to the following payment payments and benefits: (i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination. (ii) The Employer shall continue make a lump sum payment to pay Executive’s Executive on the Termination Date equal to (x) the sum of the average of the Base Salary (at paid to Executive for the rate year in effect on which the date of his termination) Termination Date occurs and the Minimum Bonus for a period year immediately prior thereto, plus the average of two years commencing on the date of such termination, on the same periodic payment dates as payment would have been made annual performance bonuses paid to Executive had for the Employment Period not been terminatedimmediately preceding two years, multiplied (y) by three. (iii) Executive shall continue to receive the benefits described in Section 3(f) existing on the date of termination for a period of three years following such termination; provided that, if such continued coverage is not feasible in light of tax or other legal considerations or as a result of the terms of the underlying benefit arrangements, the Employer shall reimburse Executive for his costs that exceed the amount Executive would have otherwise paid for his portion of the premiums for such benefits. (iv) Any issued but unvested equity awards shares of restricted stock (i.e., shares then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions) and, as applicable, Executive shall be entitled to receive the cash amount described in the last sentence of Section 3(d), and any unexerciseable unexercisable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become exercisable and vested and exercisable on the date of Executive’s 's termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such termination.

Appears in 1 contract

Samples: Employment Agreement (Sl Green Realty Corp)