Termination by the Company without Cause; Resignation for Good Reason. (1) Provided that a “Change in Control” (as defined in a separate Change in Control Agreement, dated March 16, 2015, by and between the Executive and the Company (the “CIC Agreement”) (a copy of the CIC Agreement is attached hereto as Appendix C)) has not occurred, or that a Change in Control has occurred but the two years during which a Triggering Event as defined in the CIC Agreement could occur has expired, (i) the Company may terminate this Employment Agreement and Executive’s employment without Cause (the Company agrees that the provision of a notice of non-renewal under Section 2(A) by the Company is a termination of Executive’s employment without Cause) and (ii) the Executive may terminate this Employment Agreement and the Executive’s employment for Good Reason (as hereinafter defined). If the Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, then the Company shall pay, upon the receipt of the release described in Section 4(B)(3), the severance payment described in this Section 4(B)(1) to the Executive (which will be in addition to any other compensation or remuneration to which the Executive is, or becomes, entitled to receive from the Company). The amount of the severance payment is equal to the sum of the Executive’s annual base salary and target annual incentive. In addition, the Company shall, at its expense, provide the Executive and his eligible dependents with life and health insurance (“Health and Welfare Benefits”) in an amount not less than provided on the date of the Executive’s termination from employment for a period of twelve (12) months following the termination without Cause; provided, however, the Company shall not be obligated to pay for Health and Welfare Benefits after the date on which the Executive shall be eligible to receive benefits from another employer which are substantially equivalent to or greater than the benefits the Executive and his family received from Company; provided, further, that if the Executive’s continuation in some or all of the Company’s Health and Welfare Benefits is not available, then the Company shall make additional monthly payments to the Executive equal to the cost of the coverage, as determined solely by the Company for similarly situated employees of the Company, over a period of up to twelve (12) months with respect to those benefits among the Health and Welfare Benefits not available. All payments pursuant to this Employment Agreement shall be made less standard required deductions and withholdings.
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Samples: Employment Agreement, Employment Agreement (Stoneridge Inc)
Termination by the Company without Cause; Resignation for Good Reason. (1) Provided that a “Change in Control” (as defined in a separate Change in Control Agreement, dated March 16, 2015, by and between the Executive and the Company (the “CIC Agreement”) (a copy of the CIC Agreement is attached hereto as Appendix C)) has not occurred, or that a Change in Control has occurred but the two years during which a Triggering Event as defined in the CIC Agreement could occur has expired, (i) the Company may terminate this Employment Agreement and Executive’s employment without Cause (the Company agrees that the provision of a notice of non-renewal under Section 2(A) by the Company is a termination of Executive’s employment without Cause) and (ii) the Executive may terminate this Employment Agreement and the Executive’s employment for Good Reason (as hereinafter defined). If the ExecutiveEmployee’s employment is terminated by the Company without for any reason other than (i) for Cause or (ii) by reason of Employee’s death or Disability, or if Executive resigns Employee’s employment is terminated by Employee for Good Reason, then the Company shall paythen, upon the receipt of the release described in Section 4(B)(3), the severance payment described in this Section 4(B)(1) to the Executive (which will be in addition to any other compensation or remuneration to which the Executive isAccrued Obligations, or becomes, entitled Employee shall be eligible to receive from the Company). The amount following: (A) continued payment of the severance payment is equal to the sum of the ExecutiveEmployee’s annual base salary and target annual incentive. In addition, the Company shall, at its expense, provide the Executive and his eligible dependents with life and health insurance (“Health and Welfare Benefits”) Annual Base Salary as in an amount not less than provided effect on the date of the Executivetermination of Employee’s termination from employment (but disregarding any reduction of Annual Base Salary that triggers a resignation for a period of Good Reason), less applicable withholdings for taxes, in accordance with the Company’s normal payroll procedures, for twelve (12) months following the termination without Causeof Employee’s employment (the “Continuation Payments”); provided(B) a pro rata portion of the 2021 Bonus or Annual Bonus, howeveras applicable, for the calendar year in which such termination occurs, determined by multiplying the amount of such 2021 Bonus or Annual Bonus that would be due for the full calendar year by a fraction, the numerator of which is the number of days Employee remained employed during the calendar year in which the termination occurs, and the denominator of which is 365, paid at the same time that such amounts are paid to active employees of the Company as set forth in Section 3(c), but in no event later than December 31 of the year following the performance year, and only to the extent that the applicable performance metrics are achieved; and (C) to the extent that Employee participated in the Company’s group health plan on the date of termination and provided that Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay on Employee’s behalf or reimburse Employee for the monthly COBRA premium paid by Employee for Employee and Employee’s dependents, less the amount that Employee would be required to contribute for such coverage if Employee were an active employee of the Company, until the earliest of: (x) twelve (12) months following the termination of Employee’s coverage under the Company’s group health plan, (y) Employee becoming eligible for medical benefits from a subsequent employer, and (z) the date Employee is no longer eligible to receive COBRA continuation coverage (provided, that Employee shall not be obligated entitled to pay for Health receive such payment toward the premiums of COBRA continuation coverage if such payment is then impermissible under applicable law or would result in a penalty or additional tax on the Company (aside from standard taxes applicable to the payment of wages)); ((A), (B) and Welfare Benefits after (C), collectively, the “Severance”); provided that Employee shall first execute the Release (as defined below) and such Release becomes effective in accordance with its terms. Severance provided pursuant to this paragraph shall only be payable or provided if Employee delivers to the Company and does not revoke a full and final general release of claims and covenant not to xxx (the “Release”), and the Release becoming effective and enforceable within the thirty (30)-day period following the termination of Employee’s employment with the Company (or within such other time frame set forth in the Release). The Release will be provided to Employee by the Company at the time of Employee’s termination and will be in a form customarily used by the Company. The Continuation Payments shall commence on the first payroll date following the effective date of the Release (the “First Payment Date”); provided, that if the Severance hereunder is considered deferred compensation subject to Section 409A of the Code and the period to consider and revoke the Release spans two calendar years, the First Payment Date shall be the first payroll date in the second calendar year following the date on which the Executive shall release becomes effective. Any Severance that would have been paid during the release consideration and revocation period will be accumulated and paid on the First Payment Date. The Severance is the sole and exclusive payment or benefit for which Employee is eligible to receive benefits from another employer which are substantially equivalent to or greater than the benefits the Executive and his family received from Company; provided, further, that if the Executive’s continuation in some or all as a result of the Company’s Health termination of his employment, except as otherwise required by law, and Welfare Benefits Employee acknowledges and agrees that he is not availableeligible for any contractual benefits under any other agreement or arrangement providing for payments or benefits upon a separation from service, then including, without limitation, the Company shall make additional monthly payments to the Executive equal to the cost of the coverage, as determined solely by the Company for similarly situated employees of the Company, over a period of up to twelve (12) months with respect to those benefits among the Health and Welfare Benefits not available. All payments pursuant to this Employment Agreement shall be made less standard required deductions and withholdingsSeverance Plan.
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Samples: Employment Agreement (Fathom Digital Manufacturing)
Termination by the Company without Cause; Resignation for Good Reason. (1) Provided that a “Change in Control” (as defined in a separate Change in Control Agreement, dated March 16, 2015, by and between In the Executive and event prior to the end of the Term the Company (the “CIC Agreement”) (a copy of the CIC Agreement is attached hereto as Appendix C)) has not occurred, or that a Change in Control has occurred but the two years during which a Triggering Event as defined in the CIC Agreement could occur has expired, (i) the Company may terminate this Employment Agreement and terminates Executive’s employment without Cause (the Company agrees that the provision of a notice of non-renewal under Section 2(A) by the Company is a termination of Executive’s 's employment without Cause) and (ii) the Executive may terminate this Employment Agreement and the Executive’s employment for Good Reason (as hereinafter defined). If the Executive’s employment is terminated by the Company without Cause , or if Executive resigns for Good Reason, then and subject to Executive signing and letting become effective a general release of claims in a form acceptable to the Company shall payand complying with Section 6 hereof and the Confidentiality Agreement, upon then notwithstanding the receipt length of the release described in Section 4(B)(3)remainder of the Term as of the date of such termination, the Executive shall only be entitled to (i) the severance payment described of 24 months of Base Salary and benefits in this Section 4(B)(1accordance with the Severance Policy for a Severance Period (as defined in the Severance Policy) to of 24 months, notwithstanding the Executive (which will be in addition to any other compensation or remuneration to which the Executive is, or becomes, entitled to receive from the Company). The amount terms of the severance payment is equal to Severance Policy providing for a maximum Severance Period of 9 months, and (ii) a pro rata portion (calculated based on the sum number of days elapsed during the Executive’s annual base salary and target annual incentive. In addition, the Company shall, at its expense, provide the Executive and his eligible dependents with life and health insurance (“Health and Welfare Benefits”) in an amount not less than provided on fiscal year through the date of termination divided by the Executive’s termination from employment total number of days in the fiscal year) of the incentive bonus for a period of twelve (12) months following the fiscal year in which the termination without Cause; provided, however, occurred based on actual performance for the Company shall not be obligated to pay for Health and Welfare Benefits after the date on which the Executive shall be eligible to receive benefits from another employer which are substantially equivalent to or greater than the benefits the Executive and his family received from Company; provided, further, that if the Executive’s continuation in some or all of the Company’s Health and Welfare Benefits is not available, then the Company shall make additional monthly payments to the Executive equal to the cost of the coverageentire fiscal year, as determined solely by in accordance with the terms of the Bonus Plan, payable no earlier than the time the bonuses are paid under the Bonus Plan (collectively, the "Severance Benefits"); provided that the Severance Benefits shall be payable in equal installments commencing on the first payroll date of the Company for similarly situated employees occurring at least six months following termination of Executive's employment, and shall continue thereafter over the subsequent 24-month period on each payroll date of the Company in accordance with the Company's payroll practices. In the event of any inconsistency between this Agreement and the Severance Policy, over this Agreement will govern and will be interpreted in a period manner consistent with the intent of up the parties to twelve (12) months comply with respect to those benefits among Section 409A of the Health and Welfare Benefits not available. All payments pursuant to this Employment Agreement shall be made less standard required deductions and withholdingsInternal Revenue Code of 1986, as amended.
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Termination by the Company without Cause; Resignation for Good Reason. (1) Provided that a “Change in Control” (as defined in a separate Change in Control Agreement, dated March 16April 13, 20152023, by and between the Executive and the Company (the “CIC Agreement”) (a copy of the CIC Agreement is attached hereto as Appendix CA)) has not occurred, or that a Change in Control has occurred but the two years during which a Triggering Event as defined in the CIC Agreement could occur has expired, (i) the Company may terminate this Employment Agreement and Executive’s employment without Cause (the Company agrees that the provision of a notice of non-renewal under Section 2(A) by the Company is a termination of Executive’s employment without Cause) and (ii) the Executive may terminate this Employment Agreement and the Executive’s employment for Good Reason (as hereinafter defined). If the Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, then the Company shall pay, upon the receipt of the release described in Section 4(B)(3), the severance payment described in this Section 4(B)(1) to the Executive (which will be in addition to any other compensation or remuneration to which the Executive is, or becomes, entitled to receive from the Company). The amount of the severance payment is equal to the sum of the Executive’s annual base salary and target annual incentive. In addition, the Company shall, at its expense, provide the Executive and his Executive’s eligible dependents with life and health insurance (“Health and Welfare Benefits”) in an amount not less than provided on the date of the Executive’s termination from employment for a period of twelve (12) months following the termination without Cause; provided, however, the Company shall not be obligated to pay for Health and Welfare Benefits after the date on which the Executive shall be eligible to receive benefits from another employer which are substantially equivalent to or greater than the benefits the Executive and his Executive’s family received from Company; provided, further, that if the Executive’s continuation in some or all of the Company’s Health and Welfare Benefits is not available, then the Company shall make additional monthly payments to the Executive equal to the cost of the coverage, as determined solely by the Company for similarly situated employees of the Company, over a period of up to twelve (12) months with respect to those benefits among the Health and Welfare Benefits not available. All payments pursuant to this Employment Agreement shall be made less standard required deductions and withholdings.
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