Termination by the Company without Cause or by Employee for Good Reason. If this Agreement is terminated by (i) the Company without Cause in accordance with subparagraph 6(d) or (ii) Employee for Good Reason in accordance with subparagraph 6(e), then the Company shall have no further obligations to Employee under this Agreement or otherwise, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) in addition to the following severance payments and benefits: (i) on the earliest date between 20 and 60 days following Employee’s Separation from Service when the Release described in subparagraph 10(a) has become fully enforceable and irrevocable, a lump sum in cash equal to 150% of the greater of (A) the then-current Base Salary, and (B) the Base Salary at any time within two years immediately before the Separation from Service; and (ii) on the date that annual bonuses are paid to other executive employees of the Company, but in no event later than 21/2 months after the end of the taxable year in which any substantial risk of forfeiture with respect to such bonuses lapses, the Bonus that Employee would have received based on achievement of performance goals under subparagraph 5(b) had this Agreement not terminated for the year containing the Date of Termination multiplied by a fraction, the numerator of which is the number of days during the period beginning the first day of the performance period containing the Date of Termination and ending on the Date of Termination, and the denominator of which is the number of days in the applicable performance period; and (iii) during the portion, if any, of the 18-month period commencing on the date of Employee’s Separation from Service (12-month period if Employee terminates for Good Reason) that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an Affiliate’s group heath plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage.
Appears in 4 contracts
Samples: Employment Agreement (Approach Resources Inc), Employment Agreement (Approach Resources Inc), Employment Agreement (Approach Resources Inc)
Termination by the Company without Cause or by Employee for Good Reason. If The Company may, by delivering seven (7) days' prior written notice to Employee, terminate Employee's employment and service to the Company (and its direct and indirect subsidiaries) at any time and for any reason without Cause. Employee may terminate her employment and service to the Company (and its direct and indirect subsidiaries) for Good Reason at any time upon providing written notice of termination to the Company. In the event of any such termination by the Company or the Employee, other than a termination as to which Section 7 or 9 applies, the following are agreed upon:
a. The Company will pay to Employee, no later than the date of termination, a lump sum equal to Employee's base salary accrued and unpaid through the date of termination, all accrued vacation pay and any bonus earned for a prior calendar year, but then unpaid.
b. The Company will continue to pay to Employee compensation at the annualized base salary rate applicable to Employee's paycheck last paid prior to termination for a period of twelve (12) months following termination if termination occurs prior to the Breakeven Date, or for a period of twenty-four (24) months following termination if termination occurs on or after the Breakeven Date.
c. Within a reasonable time following termination, the Company's Board of Directors will determine in its discretion an appropriate cash bonus, if any, to be paid to Employee based on degree of achievement of "stretch" performance goals (as referred to in Section 3(b)) through the date of termination and pro rating target bonus based on the portion of the year through the date of termination. Such bonus, if any, will be paid within thirty (30) days of such determination.
d. The Company will provide, at the Company's expense, coverage to Employee under the Company's life insurance and disability insurance policies and to Employee and her dependents under the Company's health plan, or in the event any of the Company's health plan, life insurance, or disability insurance are not continued or Employee is not eligible for coverage thereunder due to her termination of employment, the Company shall pay for the premiums for equivalent coverage for a period of twenty-four (24) months after the date of termination.
e. In addition, notwithstanding anything to the contrary contained herein (other than in Section 10 hereof) or in any agreement with respect hereto, following termination of Employee's employment pursuant to this Agreement is terminated by Section 6, (i) vesting on a monthly basis will continue, at the Company without Cause same rate following termination as immediately Exhibit 10.49 prior to termination with respect to each equity option, restricted equity grant and similar right held by Employee with respect to securities of the Company, over the period from date of termination through the applicable period referred to in accordance Section 6(b), above, and the balance of such unvested equity options, etc., if any, that remains unvested as of the end of such applicable period will vest at the end of such applicable period; provided, however, that if the date of termination is prior to the Breakeven Date, then vesting pursuant to this Section 6(e) will not, with subparagraph 6(drespect to a particular equity option, etc. cause more than seventy-five percent (75%) or of the portion of such equity option, etc. that is unvested as of the termination to become vested, and (ii) Employee shall have until the later of twelve (12) months following the date of termination, or three (3) months following vesting of such particular portion of an option, to exercise any unexercised, vested options. Employee acknowledges that exercise of an incentive stock option during any extended exercise period may disqualify treatment as an incentive stock option for Good Reason tax purposes.
f. It shall be a condition to Employee's eligibility to receive the payments and benefits referred to in accordance with subparagraph Sections 6(b) through 6(e), then ) that Employee shall have executed a general release in a form proposed by the Company shall have no further obligations to Employee under this Agreement or otherwisein good faith, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) in addition to the following severance payments and benefits:
(i) on the earliest date between 20 and 60 days following Employee’s Separation from Service when the Release described in subparagraph 10(a) has become fully enforceable and irrevocable, a lump sum in cash equal to 150% of the greater of (A) the then-current Base Salary, and (B) the Base Salary at any time within two years immediately before the Separation from Service; and
(ii) on the date that annual bonuses are paid to other executive employees of releasing the Company, but in no event later than 21/2 months after its affiliates, officers, directors, employees, agents and attorneys from any and all claims associated with Employee's service to the end of the taxable year in which any substantial risk of forfeiture with respect to such bonuses lapses, the Bonus that Employee would have received based on achievement of performance goals under subparagraph 5(b) had this Agreement not terminated for the year containing the Date of Termination multiplied by a fraction, the numerator of which is the number of days during the period beginning the first day of the performance period containing the Date of Termination and ending on the Date of Termination, Company and the denominator of which is the number of days in the applicable performance period; and
(iii) during the portion, if any, of the 18-month period commencing on the date termination of Employee’s Separation from Service (12-month period if Employee terminates for Good Reason) that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under 's employment with the Company’s or an Affiliate’s group heath plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage.
Appears in 1 contract
Samples: Employment Agreement (Nextcard Inc)
Termination by the Company without Cause or by Employee for Good Reason. If The Company may, by delivering seven (7) days' prior written notice to Employee, terminate Employee's employment and service to the Company (and its direct and indirect subsidiaries) at any time and for any reason without Cause. Employee may terminate his employment and service to the Company (and its direct and indirect subsidiaries) for Good Reason at any time upon providing written notice of termination to the Company. In the event of any such termination by the Company or the Employee, other than a termination as to which Section 7 or 9 applies, the following are agreed upon:
a. The Company will pay to Employee, no later than the date of termination, a lump sum equal to Employee's base salary accrued and unpaid through the date of termination, all accrued vacation pay and any bonus earned for a prior calendar year, but then unpaid.
b. The Company will continue to pay to Employee compensation at the annualized base salary rate applicable to Employee's paycheck last paid prior to termination for a period of twelve (12) months following termination if termination occurs prior to the Breakeven Date, or for a period of twenty-four (24) months following termination if termination occurs on or after the Breakeven Date.
c. Within a reasonable time following termination, the Company's Board of Directors will determine in its discretion an appropriate cash bonus, if any, to be paid to Employee based on degree of achievement of "stretch" performance goals (as referred to in Section 3(b)) through the date of termination and pro rating target bonus based on the portion of the year through the date of termination. Such bonus, if any, will be paid within thirty (30) days of such determination.
d. The Company will provide, at the Company's expense, coverage to Employee under the Company's life insurance and disability insurance policies and to Employee and his dependents under the Company's health plan, or in the event any of the Company's health plan, life insurance, or disability insurance are not continued or Employee is not eligible for coverage thereunder due to his termination of employment, the Company shall pay for the premiums for equivalent coverage for a period of twenty-four (24) months after the date of termination.
e. In addition, notwithstanding anything to the contrary contained herein (other than in Section 10 hereof) or in any agreement with respect hereto, following termination of Employee's employment pursuant to this Agreement is terminated by Section 6, (i) vesting on a monthly basis will continue, at the Company without Cause same rate following termination as immediately prior to termination with respect to each equity option, restricted equity grant and similar right held by Employee with respect to securities of the Company, over the period from date of termination through the applicable period referred to in accordance Section 6(b), above, and the balance of such unvested equity options, etc., if any, that remains unvested as of the end of such applicable period will vest at the end of such applicable period; provided, however, that if the date of termination is prior to the Breakeven Date, then vesting pursuant to this Section 6(e) will not, with subparagraph 6(drespect to a particular equity option, etc. cause more than seventy-five percent (75%) or of the portion of such equity option, etc. that is unvested as of the termination to become vested, and (ii) Employee shall have until the later of twelve (12) months following the date of termination, or three (3) months following vesting of such particular portion of an option, to exercise any unexercised, vested options. Employee acknowledges that exercise of an incentive stock option during any extended exercise period may disqualify treatment as an incentive stock option for Good Reason tax purposes.
f. It shall be a condition to Employee's eligibility to receive the payments and benefits referred to in accordance with subparagraph Sections 6(b) through 6(e), then ) that Employee shall have executed a general release in a form proposed by the Company shall have no further obligations to Employee under this Agreement or otherwisein good faith, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) in addition to the following severance payments and benefits:
(i) on the earliest date between 20 and 60 days following Employee’s Separation from Service when the Release described in subparagraph 10(a) has become fully enforceable and irrevocable, a lump sum in cash equal to 150% of the greater of (A) the then-current Base Salary, and (B) the Base Salary at any time within two years immediately before the Separation from Service; and
(ii) on the date that annual bonuses are paid to other executive employees of releasing the Company, but in no event later than 21/2 months after its affiliates, officers, directors, employees, agents and attorneys from any and all claims associated with Employee's service to the end of the taxable year in which any substantial risk of forfeiture with respect to such bonuses lapses, the Bonus that Employee would have received based on achievement of performance goals under subparagraph 5(b) had this Agreement not terminated for the year containing the Date of Termination multiplied by a fraction, the numerator of which is the number of days during the period beginning the first day of the performance period containing the Date of Termination and ending on the Date of Termination, Company and the denominator of which is the number of days in the applicable performance period; and
(iii) during the portion, if any, of the 18-month period commencing on the date termination of Employee’s Separation from Service (12-month period if Employee terminates for Good Reason) that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under 's employment with the Company’s or an Affiliate’s group heath plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage.
Appears in 1 contract
Samples: Employment Agreement (Nextcard Inc)
Termination by the Company without Cause or by Employee for Good Reason. If this Agreement is terminated by (i) the Company without Cause in accordance with subparagraph 6(d) or (ii) Employee for Good Reason in accordance with subparagraph 6(e), then the Company shall have no further obligations to Employee under this Agreement or otherwise, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) in addition to the following severance payments and benefits:
(i) on the earliest date between 20 and 60 days following Employee’s Separation from Service when the Release described in subparagraph 10(a) has become fully enforceable and irrevocable, a lump sum in cash equal to 150200% of the greater of (A) the then-current Base Salary, and (B) the Base Salary at any time within two years immediately before the Separation from Service; and
(ii) on the date that annual bonuses are paid to other executive employees of the Company, but in no event later than 21/2 2 1⁄2 months after the end of the taxable year in which any substantial risk of forfeiture with respect to such bonuses lapses, the Bonus that Employee would have received based on achievement of performance goals under subparagraph 5(b) had this Agreement not terminated for the year containing the Date of Termination multiplied by a fraction, the numerator of which is the number of days during the period beginning the first day of the performance period containing the Date of Termination and ending on the Date of Termination, and the denominator of which is the number of days in the applicable performance period; and
(iii) during the portion, if any, of the 18-month period commencing on the date of Employee’s Separation from Service (12-month period if Employee terminates for Good Reason) that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an Affiliate’s group heath plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage.
Appears in 1 contract
Termination by the Company without Cause or by Employee for Good Reason. If this Agreement is terminated by (i) the Company without Cause in accordance with subparagraph 6(d) or (ii) Employee for Good Reason in accordance with subparagraph 6(e), then the Company shall have no further obligations to Employee under this Agreement or otherwise, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) in addition to the following severance payments and benefits:
(i) on the earliest date between 20 and 60 days following Employee’s Separation from Service when the Release described in subparagraph 10(a) has become fully enforceable and irrevocable, a lump sum in cash equal to 150200% of the greater of (A) the then-current Base Salary, and (B) the Base Salary at any time within two years immediately before the Separation from Service; and
(ii) on the date that annual bonuses are paid to other executive employees of the Company, but in no event later than 21/2 months after the end of the taxable year in which any substantial risk of forfeiture with respect to such bonuses lapses, the Bonus that Employee would have received based on achievement of performance goals under subparagraph 5(b) had this Agreement not terminated for the year containing the Date of Termination multiplied by a fraction, the numerator of which is the number of days during the period beginning the first day of the performance period containing the Date of Termination and ending on the Date of Termination, and the denominator of which is the number of days in the applicable performance period; and
(iii) during the portion, if any, of the 18-month period commencing on the date of Employee’s Separation from Service and continuing for a period of 24 months (12-month period or 12 months if Employee terminates for with Good Reason) that or, if less, the period ending on the date Employee is eligible no longer entitled to elect and elects to continue continuation coverage for himself and his eligible dependents under the Company’s or an Affiliate’s group heath plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between premium costs of continuing all insurance benefits then applicable to Employee and his immediate family under any employee welfare benefit plan maintained by the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees Company as of the Effective Date and through the Separation from Service, including without limitation health, dental, supplemental long-term disability, and life insurance benefits; provided, however, that if such continued coverage after the Separation from Service is not permitted under such Company pay for plans or applicable law, then the same Company shall either (A) provide Employee with substantially similar benefits through an insurance policy or similar coveragepolicies or (B) if it is not commercially reasonable to provide such an insurance policy or policies and permitted under applicable law, provide Employee within 60 days following his Separation from Service with a lump sum in cash equal to the premiums paid by the Company in the 24 months before the Separation from Service to provide Employee with such insurance benefits.
Appears in 1 contract
