Common use of Termination by the Company without Cause or Resignation by Executive for Good Reason Clause in Contracts

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement, in the event that Executive is terminated without Cause or resigns for Good Reason, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by the Company from time to time to reflect changes in law, and the seven (7) day revocation period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior thereto.

Appears in 3 contracts

Samples: Employment Agreement (Reliant Software, Inc.), Employment Agreement (Community Choice Financial Inc.), Employment Agreement (Community Choice Financial Inc.)

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Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B A (the “Release”) and his her continued compliance with the Non-Competition Agreement (as though Extended Benefits Period (as defined below) were substituted for Non-Compete Period throughout the Non-Competition Agreement), in the event that Executive is terminated without Cause or resigns for Good Reason, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any portion of the Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 daysdays (the longer of which, plus the Term, the “Extended Benefits Period”); payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f4(g) above, payable within thirty (30) 30 days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) 21 days, or if required for an effective release, forty-five (45) 45 days, the Release, which may be updated by the Company from time to time to reflect changes in law, and the seven (7) seven-day revocation period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) 60th day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior thereto.

Appears in 3 contracts

Samples: Employment Agreement (Reliant Software, Inc.), Employment Agreement (Community Choice Financial Inc.), Employment Agreement (Community Choice Financial Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to If, during the Term, the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then, in either case, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code) (a “Separation from Service” and the date of any such Separation from Service, the “Date of Termination”), subject to and conditioned upon Executive’s timely execution and effectiveness non-revocation of a general release of claims substantially in the form attached hereto as Exhibit B A (the “Release”) and his Executive’s continued compliance with the Nonprovisions of Section 7 below (the “Restrictions”), then Executive shall be entitled to receive the payments and benefits set forth below: (i) The Company shall pay to Executive an amount in cash equal to the sum of (a) twenty-Competition Agreementfour (24) months of Executive’s Base Salary plus (b) two (2) times Executive’s Target Cash Bonus (collectively, the “Cash Severance”). The Company shall pay the Cash Severance in substantially equal installments in accordance with the event Company’s customary payroll practices during the period commencing on the Date of Termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year. (ii) The Company shall pay to Executive, if an Annual Cash Bonus would, absent Executive’s termination, become payable to Executive in accordance with Section 4(c) above with respect to the year in which the Date of Termination occurs as a result of the achievement of the applicable performance objectives for such year, a pro-rated portion of such Annual Cash Bonus (the “Pro-Rated Annual Cash Bonus”) determined by multiplying (a) the actual Annual Cash Bonus that would have been paid to Executive for such year if had Executive’s employment not terminated without Cause or resigns (if any) by (b) a fraction, the numerator of which is the number of days elapsed in such year through the Date of Termination and the denominator of which is 365. The Company shall pay the Pro-Rated Annual Cash Bonus (if any) to Executive on the date on which annual bonuses are paid generally by the Company to its senior executives with respect to the year in which the Date of Termination occurs, but in no event later than March 15th of the year following the year in which the Date of Termination occurs. (iii) Subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the twenty-four (24)-month anniversary of the Date of Termination or, if earlier, the date on which Executive becomes eligible for Good Reasoncoverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect an amount equal to the Termination Year, payable in accordance with cost of coverage under the Company’s usual bonus payment schedule, group health plan (Cif any) Base Salary at the same levels and Continued Benefits costs in effect on the Date of Termination (the “COBRA Payment”) for Executive’s use toward securing continued health insurance (whether through COBRA or otherwise). The COBRA Payment shall be paid to Executive in substantially equal monthly installments over the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination DateCOBRA Period. (iiiv) As Accelerated vesting of a condition precedent pro rata portion of the tranche of any then-outstanding Profits Interests that would, absent such termination, have vested on the next subsequent vesting date to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to occur following the Termination DateDate of Termination, determined by multiplying the number of Profits Interest in the tranche by a fraction, the numerator of which shall be payable on the number of days elapsed between the vesting date immediately preceding the Date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by the Company from time to time to reflect changes in law, Termination and the seven (7) day revocation period Date of such Release shall have expired without revocation. Subject to Section 19 Termination and the execution denominator of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) which shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior thereto365.

Appears in 2 contracts

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

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to The Company may terminate Executive’s execution employment at any time without Cause, for any reason or no reason, and effectiveness Executive may terminate Executive’s employment for “Good Reason.” In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and for the avoidance of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreementdoubt, not in the event that Executive is terminated without Cause of a termination pursuant to Section 2.7(b), (c), or resigns for Good Reason(d)), the Company shall pay in equal installments over a period of six (6) months the following amounts, and make the following other benefits available, to Executive Executive: (Ai) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable standard termination payments in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance compliance with the Company’s usual bonus payment schedulepolicies as then in effect, (C) Base Salary and Continued Benefits for if any; including the longer reimbursement of (i) expenses properly incurred by the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued Executive prior to the Termination Date; and (ii) an amount equal to one (1) times the sum of (A) Executive’s Base Salary and (B) an amount equal to the highest annual MBO Bonus paid to Executive (if any) in respect of the two (2) most recent fiscal years of the Company but not more than Executive’s MBO Bonus for the-then current fiscal year (provided if such termination occurs within the first twelve (12) months of this Agreement, which such amount shall be Executive’s MBO Bonus for the-then current fiscal year); and (iii) in lieu of any MBO Bonus for the year in which such termination occurs, payment of an amount equal to (A) the MBO Bonus (if any) which would have been payable on the date of termination), to Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by had Executive remained in employment with the Company from time to time to reflect changes during the entire year in lawwhich such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the seven denominator of which is the total number of days in the year in which such termination occurs; and (7iv) day revocation an amount equal to the reimbursement of third-party health care benefits for Executive and Executive’s dependents as stated in Section 2.5(a) of this Agreement until the earlier of (A) a period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(itwelve (12) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day months after the Termination Date Date, or (or B) the date Executive becomes eligible to receive such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretocoverage under a subsequent employer’s insurance plan.

Appears in 2 contracts

Samples: Employment Agreement (Elys Game Technology, Corp.), Employment Agreement (Newgioco Group, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (not in connection with a Change in Control). (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 8.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without Cause for purposes of receiving the benefits described in this Section 6.1. (b) In the event the Company terminates Executive’s employment without Cause or Executive Resigns for Good Reason (as defined in Section 6.1(g) below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (as defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive the following severance benefits (the “Severance Benefits”): (i) Subject The Company will pay Executive an amount equal to Executive’s execution then current Base Salary for nine (9) months, less all applicable withholdings and effectiveness deductions, and paid in equal installments beginning on the Company’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Executive will be paid all of the Accrued Obligations (as defined in Section 6.1(d) below) on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. If eligible to receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement, Executive will only receive such Severance Benefits if: (i) within the time period provided in the separation agreement (which shall be no longer than 60 days following the date of Executive’s Separation from Service), Executive has signed and delivered to the Company a separation agreement that includes, among other terms, an effective general release of claims in favor of the Company and its affiliates and representatives, in the form attached hereto as Exhibit B presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) and his continued compliance if Executive holds any other positions with the NonCompany, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post-Competition termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non-disparagement, confidentiality and cooperation provisions contained in Release. In the event that the time period for Executive is terminated without Cause or resigns for Good Reasonto consider the Release begins in one calendar year and ends the following calendar year, the Company Release Effective Date shall pay not be deemed to Executive occur until such second calendar year. (Ad) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, unreimbursed business expenses incurred by Executive payable in accordance with the Company’s usual bonus payment schedulestandard expense reimbursement policies, and (Ciii) Base Salary benefits owed to Executive under any qualified retirement plan or health and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, welfare benefit plan in the case of Base Salary, which Executive was a participant in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by the Company from time to time to reflect changes in law, applicable law and the seven (7) day revocation period provisions of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoplan.

Appears in 2 contracts

Samples: Employment Agreement (Acumen Pharmaceuticals, Inc.), Employment Agreement (Acumen Pharmaceuticals, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to The Term and Executive’s execution employment hereunder may be terminated by the Company without Cause at any time and effectiveness of a general release of claims in for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the form attached hereto as Exhibit B (terminating party, although the “Release”) and his continued compliance with the Non-Competition Agreement, in the event Company may waive services during that Executive period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Company shall pay Accrued Rights, plus (ii) an amount equal to a pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2 based upon (A) any accruedactual performance for such fiscal year, but unpaid, Base Salary as determined at the end of such fiscal year and vacation pay (B) the percentage of such fiscal year that shall have elapsed through the Termination Datedate of Executive’s termination of employment, payable plus (iii) provided that Executive first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as soon a result of his serving as practicable an officer or director of the Company or any Subsidiary) that is in accordance with the usual payroll practices of form and substance reasonably satisfactory to the Company, and subject to Executive’s continued compliance with the provisions of Section 5 of this Agreement (Bto the extent expressly applicable after the Term): (a) any an amount, payable in a lump sum without discount 30 days after the Executive’s date of termination (subject to Section 6.20), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) the average Annual Bonus that is determined to have otherwise been actually earned and paid with respect to the Termination Yearlast three full calendar years of the Term completed prior to the date of termination. In the event that there are less than three full calendar years of the Term completed by the date of termination, payable such average shall be based on the average Annual Bonus(es) actually earned and paid (or, if no Annual Bonus has been earned or paid by such termination date, the amount of the maximum Target Bonus Amount for the year of termination shall replace the average Annual Bonus in accordance clause (ii) above) during the Term through the date of termination. In addition, any calculation pursuant to clause (ii) above will be based only on Annual Bonus amounts (or Target Bonus Amounts, as applicable) for Executive in Executive’s employment capacity at the time of termination (i.e., CIO or CEO, as applicable) without reference to amounts earned and paid with respect to any prior capacity Executive served for the Company. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s usual bonus payment schedulebenefits plans, for a period of twenty-four (C24) Base Salary and Continued Benefits months following Executive’s termination of employment. Such benefits shall be substantially identical to the benefits maintained for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, in the case of Base Salary, in accordance with the usual payroll policies other senior executives of the Company, and (D) shall be contingent upon Executive or the accrued but unpaid Retention Bonus through the date Executive’s eligible dependents continuing to fund any applicable “employee portion” of terminationany premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days obligations of the Termination Date. (ii) As a condition precedent Company and any of its subsidiaries and affiliates to receiving any payments provide continuation of benefits under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required COBRA for an effective release, forty-five (45) days, the Release, which may be updated by such period and that the Company from time may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to time be paid. Executive’s entitlement to reflect changes in law, and the seven (7) day revocation period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release benefits pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i4.4(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. (c) In the event of a termination of employment pursuant to this Section 4.4, each grant made to Executive pursuant to the OIP or any similar plan that is subject to a time based vesting condition shall become 100% vested. Executive shall have (i) thirty days or (ii) the period specified in the grant or award whichever is greater, in which to exercise those rights; provided that in no event shall such exercise period be payable as described above; provided, that extended past the first payment shall be made on date the sixtieth (60th) day after the Termination Date (grant or such later date as required award expires by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoits terms.

Appears in 1 contract

Samples: Employment Agreement (Piedmont Office Realty Trust, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to The Company may terminate Executive’s execution employment at any time without Cause, for any reason or no reason, and effectiveness Executive may terminate Executive’s employment for “Good Reason.” In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and for the avoidance of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreementdoubt, not in the event that of a termination pursuant to Section 2.7(c), (d), (e) or (f) or due to a notice of non-renewal by the Executive is terminated without Cause or resigns for Good Reasonpursuant to Section 2.1), the Company shall pay the following amounts, and make the following other benefits available, to Executive: (i) the standard termination payments in compliance with the Company’s policies as then in effect, if any; including the reimbursement of expenses properly incurred by the Executive prior to the Termination Date; and (ii) an amount equal to one (1) times the sum of (A) Executive’s base salary and (B) an amount equal to the highest annual Incentive Compensation paid to Executive (Aif any) any accruedin respect of the two (2) most recent fiscal years of the Company but not more than Executive’s Target Bonus for the-then current fiscal year (provided if such termination occurs during 2018 or 2019, but unpaidsuch amount shall be Executive’s Target Bonus for the-then current fiscal year) (such amount under this sub-clause (B), Base Salary and vacation pay through the Termination Date“Severance Bonus Amount”), such amount under this clause 2.7(a)(ii) payable as soon as practicable monthly in equal installments over a period of twelve (12) months after such termination in accordance with Section 4.21 and subject to Section 2.7 (g); and (iii) in lieu of any Incentive Compensation for the usual payroll practices year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation (if any) which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs., (iv) if Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, an amount equal to the monthly premiums for such coverage less the amount of employee contributions for similarly-situated active employees of the Company, which shall be payable to Executive monthly until the earlier of (A) twelve (12) months after the termination date, or (B) any Annual Bonus that is determined the date Executive becomes eligible to have otherwise been earned with respect to the Termination Yearreceive such coverage under a subsequent employer’s insurance plan for a period of twelve (12) months; provided, payable in accordance with however, if the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year COBRA premium contributions as described herein would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986, as amended, such monthly payments shall be taxable to Executive and Executive may, but is not required to, use such payment towards COBRA coverage; and (iiv) 90 dayssubject to Section 3.7 and except to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive, full vesting of any unvested stock options and any unvested restricted stock units held by Executive immediately prior to such termination (provided that any such stock options (together with any other vested stock options) held by Executive will cease being exercisable upon the earlier of thirty (30) days after such termination and the scheduled expiration date of such stock options), and, in all other respects, all stock options, restricted stock units and other equity-based awards held by Executive shall be governed by the plans and programs and the agreements and other documents pursuant to which the awards were granted; payableprovided, however, that in the event such termination occurs prior to the Compensation Committee’s determination as to the satisfaction of any performance criteria to which any such stock options and/or restricted stock units is subject, such stock options and/or restricted stock units (as the case may be) will not vest (and, in the case of Base Salaryany such stock options, will not become exercisable) unless and until a determination is or has been made by the Compensation Committee that such criteria have been satisfied, at which time such stock options and/or restricted stock units will vest (and, in accordance with the usual payroll policies case of the Companyany such stock options, and (Dwill become exercisable) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) abovecontemplated by the terms of such award (it being understood and agreed, payable within thirty (30) days for the avoidance of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior doubt, that such stock options or restricted stock units will immediately be forfeited to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated extent contemplated by the Company from time to time to reflect changes in law, and the seven (7) day revocation period terms of such Release shall award in the event that such criteria are determined not to have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(iibeen satisfied), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment further, however, if necessary to comply with Section 409A, settlement of any such equity-based awards shall be made on the sixtieth date that is six (60th6) months plus one (1) day after following expiration of the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoTerm.

Appears in 1 contract

Samples: Employment Agreement (Newgioco Group, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (not in connection with a Change in Control). (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 8.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without Cause for purposes of receiving the benefits described in this Section 6.1. (b) In the event the Company terminates Executive’s employment without Cause or Executive Resigns for Good Reason (as defined in Section 6.1(g) below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (as defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive the following severance benefits (the “Severance Benefits”): (i) Subject The Company will pay Executive an amount equal to Executive’s execution then current Base Salary for twelve (12) months, less all applicable withholdings and effectiveness deductions, and paid in equal installments beginning on the Company’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Executive will be paid all of the Accrued Obligations (as defined in Section 6.1(d) below) on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. If eligible to receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement, Executive will only receive such Severance Benefits if: (i) within the time period provided in the separation agreement (which shall be no longer than 60 days following the date of Executive’s Separation from Service), Executive has signed and delivered to the Company a separation agreement that includes, among other terms, an effective general release of claims in favor of the Company and its affiliates and representatives, in the form attached hereto as Exhibit B presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) and his continued compliance if Executive holds any other positions with the NonCompany, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post-Competition termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non-disparagement, confidentiality and cooperation provisions contained in Release. In the event that the time period for Executive is terminated without Cause or resigns for Good Reasonto consider the Release begins in one calendar year and ends the following calendar year, the Company Release Effective Date shall pay not be deemed to Executive occur until such second calendar year. (Ad) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, unreimbursed business expenses incurred by Executive payable in accordance with the Company’s usual bonus payment schedulestandard expense reimbursement policies, and (Ciii) Base Salary benefits owed to Executive under any qualified retirement plan or health and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, welfare benefit plan in the case of Base Salary, which Executive was a participant in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by the Company from time to time to reflect changes in law, applicable law and the seven (7) day revocation period provisions of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoplan.

Appears in 1 contract

Samples: Employment Agreement (Acumen Pharmaceuticals, Inc.)

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Termination by the Company without Cause or Resignation by Executive for Good Reason. (not in connection with a Change in Control). (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 8.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without Cause for purposes of receiving the benefits described in this Section 6.1. (b) In the event the Company terminates Executive’s employment without Cause or Executive Resigns for Good Reason (as defined in Section 6.1(g) below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (as defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive the following severance benefits (the “Severance Benefits”): (i) Subject The Company will pay Executive an amount equal to Executive’s execution then current Base Salary for nine (9) months, less all applicable withholdings and effectiveness deductions, and paid in equal installments beginning on the Company’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (A) twelve (12) months following the termination date (the “COBRA Severance Period”); (B) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (C) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (A)-(C), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Executive will be paid all of the Accrued Obligations (as defined in Section 6.1(d) below) on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. If eligible to receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement, Executive will only receive such Severance Benefits if: (i) within the time period provided in the separation agreement (which shall be no longer than 60 days following the date of Executive’s Separation from Service), Executive has signed and delivered to the Company a separation agreement that includes, among other terms, an effective general release of claims in favor of the Company and its affiliates and representatives, in the form attached hereto as Exhibit B presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) and his continued compliance if Executive holds any other positions with the Non-Competition Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with his post- termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including, without limitation, any non- disparagement, confidentiality and cooperation provisions contained in Release. In the event that the time period for Executive is terminated without Cause or resigns for Good Reasonto consider the Release begins in one calendar year and ends the following calendar year, the Company Release Effective Date shall pay not be deemed to Executive occur until such second calendar year. (Ad) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, unreimbursed business expenses incurred by Executive payable in accordance with the Company’s usual bonus payment schedulestandard expense reimbursement policies, and (Ciii) Base Salary benefits owed to Executive under any qualified retirement plan or health and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, welfare benefit plan in the case of Base Salary, which Executive was a participant in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by the Company from time to time to reflect changes in law, applicable law and the seven (7) day revocation period provisions of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoplan.

Appears in 1 contract

Samples: Employment Agreement (Acumen Pharmaceuticals, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. During the Term, the Term of this Agreement and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon ten (i10) Subject to days written notice by the terminating party, although the Company may waive services during that period. If, during the Term, Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement, in the event that Executive 's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if, during the Term, Executive resigns for Good Reason, then Executive shall be entitled to receive (a) the Company shall pay Accrued Rights, (b) any Accrued Bonus, and (c) the sum of (i) an amount equal to Executive one and one-half times Executive's annual Base Salary at the time of termination and (ii) an amount equal to (A) any accruedone and one-half (1.5) times Executive's Target Cash Bonus for calendar year 2013 (which Target Cash Bonus for 2013 shall be $382,500 for purposes of this Section 4.4) if termination occurs prior to the payment date of Executive's Cash Bonus for 2013, but unpaidor (B) one and one-half (1.5) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, Base Salary and vacation pay through the Termination Date, which amounts shall be payable in a lump sum (subject to Section 6.1) as soon as practicable following the Release Effective Date (as defined in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payableSection 4.7). In addition, in the case event of Base Salarya termination of employment pursuant to this Section 4.4 during the Term and upon the Compensation Committee's determination, in accordance with its reasonable discretion, that the usual payroll policies performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the CompanyCompensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and (D) the accrued but unpaid Retention Bonus through denominator of which is the date total number of termination, days in the then current Performance Period. The amount payable pursuant to the extent not already paid preceding sentence, if any, shall be payable in accordance with Section 4(f) above, payable within a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Termination Date. (ii) As Compensation Committee of Executive's entitlement to receive a condition precedent to receiving any payments under Section 7(d)(i) (other Current Year LTIP Award, but no later than those amounts already accrued prior to March 15th of the Termination Date, which shall be payable on calendar year following the date of termination)the termination of Executive's employment. In addition, Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, in the Release, which may be updated by the Company from time to time to reflect changes in law, and the seven (7) day revocation period event of such Release shall have expired without revocation. Subject to Section 19 and the execution a termination of the Release employment pursuant to this Section 7(d)(ii)4.4 during the Term, all payments if Executive timely and properly elects continuation coverage under Section 7(d)(i) COBRA, then the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount for such group health plan coverage paid by similarly situated active executives. Executive shall be payable as described aboveeligible to receive such reimbursement until the earliest of: (x) the eighteen (18) month anniversary of the date of termination of Executive's employment; provided(y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term, any unvested Long Term Incentive Award (x) that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof)is subject solely to a time-based vesting condition will become vested immediately, and (y) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such first payment shall include payment of any amounts grant or award that would otherwise be due prior theretoare subject to exercise by Executive.

Appears in 1 contract

Samples: Executive Employment Agreement (Columbia Property Trust, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to If Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement, in the event that Executive employment is terminated by the Company without Cause (and other than by reason of death or Disability) or if Executive resigns for Good Reason, the Company Executive shall pay be entitled to Executive receive: (A) any accrued, but unpaid, Base Salary the Accrued Rights; and (B) subject to Executive’s (i) delivery of a valid and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices irrevocable general release of all claims against the Company, the Initial Investors and their respective affiliates (B) any Annual Bonus collectively, the “Company Group”), in a form that is determined reasonably acceptable to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (Dii) continued compliance, in all material respects, with the accrued but unpaid Retention Bonus through restrictive covenants set forth in Sections 9 and 10 below: (1) a payment equal to one hundred and fifty percent (150%) of the Base Salary then in effect, payable within ten (10) business days following the date of such termination, to the extent not already and an additional termination payment of 150% of such Base Salary paid in accordance equal monthly installments over the nine month period following termination, with Section 4(fthe first such payment being due one month after termination of employment; (2) abovea pro rata portion of any annual Target Bonus that Executive would have earned in the fiscal year in which such termination of employment occurs (the amount of the annual Target Bonus that Executive would have earned shall be determined by the Company is good faith based on whether and to what extent the applicable performance targets were achieved), payable within thirty ten (3010) business days following the date of such termination; (3) continued participation for a period of eighteen (18) months following termination of employment at the Company’s expense for Executive and his then- eligible dependents in the Company’s group health plans pursuant to the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”); and (4) vesting of the Termination DateOption shall be accelerated such that Executive will be vested in, and the Option will be exercisable as to, that number of shares that would have been vested and exercisable on the six (6) month anniversary of the termination of Executive’s employment. Executive shall have a period of 180 days following termination of employment to exercise the vested portion of the Option and any other vested options to acquire the Company’s common stock granted to Executive (provided that the term of assumed options shall in no event be extended). (ii) As Notwithstanding the provisions of Sections 9(b)(i)(B)(1) and 9(b)(i)(B)(2), which provide that certain amounts shall be payable within ten (10) business days following the date of Executive’s termination of employment, Executive and the Company agree that such amounts may be payable at a condition precedent later date to receiving the extent required pursuant to the provisions of Sections 8(f) and 12(f) of this Agreement. (iii) Notwithstanding any payments other provision of this Agreement, the aggregate amount described in this Section 8(b)(i) shall be reduced by the present value of any other severance or termination benefits payable to Executive under any other plans, programs or arrangements of the Company or its affiliates. Except as set forth in this Section 7(d)(i) 8(b)(i), following Executive’s termination of employment by the Company without Cause (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date by reason of termination)Executive’s death or Disability) or by Executive’s resignation for Good Reason, Executive shall have executedno further rights to any compensation or any other benefits under this Agreement or other plans, within twenty-one (21) days, programs or if required for an effective release, forty-five (45) days, the Release, which may be updated by arrangements of the Company from time to time to reflect changes in law, and the seven (7) day revocation period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoits affiliates.

Appears in 1 contract

Samples: Employment Agreement (Prelude Systems, Inc.)

Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject If Executive’s employment and the Term is terminated by the Company without Cause or Executive resigns for Good Reason during the Term, Executive shall be entitled, in addition to the Accrued Rights and subject to Executive’s execution continued compliance with this Agreement and effectiveness the Equity Agreements, and Executive’s execution, delivery and non-revocation of a general an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit B (the “Release”) within the sixty (60) day period following the date of the termination of Executive’s employment (the “Release Period”), to continue to (i) receive for a period commencing on the Termination Date and his continued compliance extending for eighteen (18) months following the Termination Date (the “Severance Period”), Executive’s then-current Base Salary, with such amounts to be paid in substantially equal installments in accordance with regular payroll practices, less applicable withholdings and taxes through the Severance Period, (ii) participate in the Company’s medical, dental and health plans, at Executive’s cost but at the same rates as apply to active employees for the Severance Period, and (iii) receive the Pro Rata Bonus for the year of termination, which Pro Rata Bonus shall be paid on the date that the Annual Bonus would otherwise have been paid had Executive remained employed with the Non-Competition Company. If the Release Period spans two (2) calendar years, then payments that would otherwise have been made prior to the end of the Release Period will be made, after the release becomes irrevocable, in lump sum on the first payroll date that occurs in the second calendar year. The Company agrees that any payments made to Executive under this Section 3.4 will not be subject to mitigation. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s consent in writing and except as expressly permitted in this Agreement: (i) any material diminution in the Executive’s authority or responsibilities, (ii) any material reduction in Executive’s Base Salary or Target Bonus opportunity, (iii) a requirement by the Company that Executive relocate more than fifty (50) miles from Chicago, Illinois; or (iv) a material breach by the Company of any of its other obligations contained in this Agreement; provided, that Good Reason shall not occur unless Executive shall have (i) given a detailed written notice to the Company of any fact or circumstance believed by Executive to constitute Good Reason within ninety (90) days of the occurrence of such fact or circumstance, and (ii) given the Company thirty (30) days therefrom to cure such fact or circumstance and the Company shall have failed to so cure (it being understood that the Company cures the fact or circumstance giving rise to Good Reason, the notice of Good Reason shall be deemed rescinded and of no force or effect). Notwithstanding anything to the contrary in this Agreement, in the event that Executive is terminated without Cause or resigns for Good Reasonthe termination of Executive’s employment and the Term hereunder qualifies as a Qualifying Termination under the Plan, including as modified by Section 2.5 of this Agreement, in addition to the Company shall pay above, subject to Executive (A) any accruedExecutive’s continued compliance with this Agreement and the Equity Agreements and Executive’s execution, but unpaid, Base Salary delivery and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices non-revocation of the CompanyRelease, (B) any Annual Bonus that is determined Executive shall be entitled to have otherwise been earned receive a bonus with respect to the Termination Year, payable fiscal year in accordance with which Executive’s employment and the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for Term terminates in the longer of (i) the Termination Date through December 31 amount of the Termination Year or (ii) 90 days; payableTarget Bonus, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date. (ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated that bonuses with respect to such fiscal year are otherwise paid to executives who remain employed by the Company from time to time to reflect changes in law, and the seven (7) day revocation period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior theretoits Affiliates.

Appears in 1 contract

Samples: Employment Agreement (DTZ Jersey Holdings LTD)

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