Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following: (i) the Standard Termination Payments; (ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated); (iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and (iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
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Samples: Employment Agreement (Siga Technologies Inc), Employment Agreement (Siga Technologies Inc), Employment Agreement (Siga Technologies Inc)
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that If Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant Reason, then:
(a) Executive is entitled to Section 4(e)receive or otherwise to be provided, or (y) at the expiration of the Term following and the Company delivering a notice of nonrenewal of this Agreement pursuant shall pay or provide to Section 1, Executive shall be entitled only to the followingExecutive:
(i) The aggregate of the Standard following, in a single cash lump sum, on or before the date thirty (30) days after the Termination PaymentsDate: (A) the Accrued Obligations and (B) Prior Year Bonus, if any;
(ii) If such termination occurs after the first six (6) months from the Effective Date, subject to timely execution (without revocation by Executive or personal representative or the legal representative of her estate, in the event of her incapacity or death, respectively) of a Release pursuant to Section 8.6 and continued compliance with Exhibit A, continued payment of the Executive’s annual Base Salary (as determined pursuant to Section 3(a)disregarding any reduction thereto in violation of this Agreement) for one the period of six (16) year months from the Termination Date (such sums to the “Continuation Period”) and Pro Rata Bonus, provided, that the Continuation Period for purposes of this Section 8.4 shall be paid at reduced after the times and in initial eighteen (18) months of the amounts such Base Salary would have been paid had Executive’s employment not terminated);Employment Period for each month (or pro rata thereof) that the Employment Period continues thereafter.
(iii) The foregoing amounts shall be payable to Executive in accordance with the payment of any accrued Company’s generally applicable payroll practices for its other senior executive officers (other than CEO and President), but unpaid not less frequently than in equal monthly installments (with the Pro-Rata Bonus being paid at the same time Annual Bonuses with respect are paid to the prior full calendar year as determined by the Compensation Committee in good faith other Senior Executive Officers) (other than CEO and payable in cash at the time described in Section 3(bPresident); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) The timely payment or timely provision of the Plan or Section 4.3(b)(ii) Other Benefits in accordance with the terms and conditions of the applicable Benefit Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);
(iii) the payment of any accrued but unpaid (x) Guaranteed Bonus, if any with respect to the Guaranteed Bonus Period and (y) Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shallshall fully, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) for any reason not described in subsections 6.1 and 6.2, or by in the event Executive terminates his employment for Good Reason pursuant Reason, as defined herein,
(a) The Company shall pay to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the followingExecutive:
(i) the Standard Termination PaymentsWithin 30 days after such termination, his Accrued Obligations;
(ii) Termination payments at the continued payment annual rate equal to three hundred percent (300%) of the Executive’s annual rate of Base Salary Compensation as in effect immediately prior to his date of termination (as determined pursuant to Section 3(a)disregarding any reduction in Base Compensation constituting Good Reason for such termination) for one (1) year (with such sums termination payments to be paid at the times and made in the amounts substantially equal installments, not less frequently than monthly, for a period of thirty-six (36) months following such Base Salary would have been paid had Executive’s employment not terminated)termination;
(iii) A target Bonus for the payment of any accrued but unpaid Annual Bonuses with respect Performance Period in which the termination occurs prorated to the prior full calendar year as determined by date of termination. Executive shall not be entitled to any Bonus for the Compensation Committee in good faith and payable in cash at period following termination, it being the time intent of the parties that the portion of the termination payments described in Section 3(b)subsection 6.3(a)(ii) that exceeds his Base Compensation shall be in lieu of such Bonus; and
(iv) A payment equal to the cash equivalent of all Stock Options which he would have the Company take all such action as is necessary such that all outstanding equity grants to Executivereceived if his employment had continued until December 31, including any stock options 2005, and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim target number of Stock Options described in subsection 3(d) had been granted for each remaining Performance Period between the last Performance Period for which an award was made (each, as defined in or for which the PlanCommittee affirmatively determined to make no award) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, prior to the extent applicable, become exercisable as of the date of termination and December 31, 2005. The cash equivalent of a future Stock Option grant shall remain exercisable for a period be equal to 48% of not less than one (1) year from the fair market value of the number of shares of stock to be covered by the Stock Option, determined based on the on the fair market value of the stock on the date of termination, and then discounted from January 1 of the year for which the Stock Option would have been granted to the date of termination using an interest rate equal to the prime rate for the date of termination as reported in The Wall Street Journal (Midwest Edition). Fair market value of the stock shall be determined by taking the average of the highest and lowest sales prices of the stock on the date of termination, as reported as the New York Stock Exchange-Composite Transactions for such day, or if the stock was not traded on the New York Stock Exchange on such day then on the next preceding day on which the stock was traded, all as reported by The Wall Street Journal (Midwest Edition) under the heading New York Stock Exchange-Composite Transactions, or, if earlierthe stock ceases to be listed on such exchange, as reported on the expiration principal national securities exchange or national automated stock quotation system on which the stock is traded or quoted, but in no event shall the price be less than the par value of the stock. Payment pursuant to this subsection 6.3(a)(iv) shall be made as soon as practicable after the date of Executive’s termination.
(b) Any unexercised Stock Option held by Executive upon termination of his employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the first anniversary of Executive’s date of termination (but not later than the date on which such Stock Option would expire if Executive had remained employed by the Company). Subject to the provisions of Section 3(e), any options other than Stock Options may be exercised during the same period but only to the extent vested under the terms of such option. The provisions of this subsection 6.3(b) shall apply notwithstanding any contrary provision in any agreement governing any Stock Option or other option.
(c) In addition, Executive shall continue to participate in such health, dental, vision, life, and disability plans in which he is enrolled throughout the 36-month term of the payments set forth in subsection 6.3(a)(ii), as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled; provided, to the extent that Executive cannot participate in the Company’s health, dental and vision plans beyond the termination of the COBRA benefit continuation period, Executive shall be entitled to equivalent such equity awardhealth, dental and vision benefits as are provided to senior executives of the Company under the Company’s benefit plans.
(d) In the event that Executive dies before all payments pursuant to this Section 6.3 have been paid, all remaining payments shall be made to the beneficiary specifically designated by the Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is unable in good faith to determine the beneficiary designated), to his personal representative or estate.
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated by the Company “Without Cause” (xas that term is defined hereinbelow), or in the event Executive terminates his employment for “Good Reason” (as that term is defined hereinbelow):
(a) The Company shall pay to Executive severance consisting of the sum of: (i) two times the Executive’s Base Compensation; and (ii) two times Executive’s Bonus at target in effect at time of termination. The severance shall be paid in a lump-sum within 30 days following termination The Company shall also pay the Executive (i) within 30 days of his termination, his unpaid base salary prorated to the date of termination; (ii) at the time of the scheduled March payout date, current year’s target Bonus , if any, and (iii) within 30 days of his termination, unpaid cash entitlements, if any, earned accrued pursuant to the terms of any applicable Company plan or program prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as date of the date of termination (which unpaid cash entitlements under this Section 6.3(a)(iii) shall not include any unpaid long-term incentive cash award or other award under the Plan). Executive agrees to be bound by the covenants set forth herein prior to, as of and subsequent to the termination date. In addition, Executive shall remain exercisable for a period of not less than one (1) year from continue to participate, at the date of terminationactive employee rates, or, if earlier, the expiration of in such health benefits plans in which he is enrolled throughout the term of such equity awardthe payments set forth in this Section 6.3(a), up to a maximum of 24 months, with said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled. Other than as set forth in this Section 6.3 (a), the Company shall have no further obligations to Executive under this Agreement in the event of a termination of Executive’s employment by the Company Without Cause or any termination of Executive’s employment by Executive.
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);; provided, however, that if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of such sums shall be made as follows: (A) no payments shall be made for a six-month period following the date of termination and (B) an amount equal to six months of Base Salary shall be paid in a lump sum six months following the date of termination
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash and vested stock (as applicable) at the time described in Section 3(b); and;
(iv) to have the Company shall take all such action as is necessary such that all outstanding equity a pro rata amount of stock option grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants Executive that may be awarded after are due to vest within twelve months from the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) date of the Plan or Section 4.3(b)(ii) of the Plan, shall, termination shall immediately and irrevocably vest and, to the extent applicable, and become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier. For purposes of clarity, the expiration pro rata amount shall be calculated as a percentage of the term number of days Executive served as an employee of the Company during the period covered by the vesting of the applicable tranche of equity divided by the number of days in such equity awardtranche and
(v) the Company shall take all such action as is necessary such that all annual restricted stock grants to Executive shall, immediately and irrevocably vest and become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination.
Appears in 1 contract
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated); provided, however, that if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of such sums shall be made as follows: (A) no payments shall be made for a six-month period following the date of termination and (B) an amount equal to six months of Base Salary shall be paid in a lump sum six months following the date of termination;
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash and vested stock (as applicable) at the time described in Section 3(b); and;
(iv) to have the Company take all such action as is necessary such that a pro rata amount of stock option grants to Executive that are due to vest within twelve months from the date of termination shall immediately and irrevocably vest and become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination (for purposes of clarity, the pro rata amount shall be calculated as a percentage of the number of days Executive served as an employee of the Company during the period covered by the vesting of the applicable tranche of equity divided by the number of days in such tranche); and
(v) to have the Company take all outstanding equity such action as is necessary such that all annual restricted stock grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably irrevocably, vest and, to the extent applicable, and become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In The Company may terminate the event that Executive’s employment without Cause at any time upon written notice, or the Executive may terminate his employment with the Company for Good Reason. If the Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by the Executive terminates his employment with the Company for Good Reason pursuant and Section 6(c)(i) does not apply, then subject to Section 4(e6(i), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to receive the following:
(i) an amount equal to two times the Standard Termination PaymentsExecutive’s annual Base Salary as in effect on the termination date, payable in installments over the 24 month period following the termination date in accordance with the Company’s normal payroll practices (but no less frequently than monthly);
(ii) the continued payment of the Base Salary Pro-Rated Performance Bonus (as determined pursuant to defined in Section 3(a9(e)) for one (1) the fiscal year (such sums to be paid in which the effective date of the termination occurs, payable at the times and in same time as the amounts Annual Adjusted IBIT Performance Bonus for such Base Salary fiscal year would otherwise have been paid had Executive’s employment not terminated)paid;
(iii) an amount equal to two times the payment of any accrued but unpaid Annual Bonuses with respect Target Bonus (as defined in Section 9(g)), payable within 60 days following the termination date;
(iv) if the Executive timely and properly elects COBRA continuation coverage for medical and dental benefits and remains eligible for such coverage during the 12-month period following the Executive’s termination date, then during such 12-month period, such coverage shall be provided to the prior full calendar year as determined Executive at the then-applicable active employee rates; provided that, the portion of COBRA premiums paid by the Compensation Committee in good faith and payable in cash at Company shall be reported as income to the time described in Section 3(b)Executive, to the extent consistent with applicable law; and
(ivv) to have accelerated vesting of all of the Company take all such action as is necessary such that all Executive’s then outstanding equity grants to Executive, including any stock options and the lapse of all restrictions on shares of restricted stock grantsgranted by the Company to the Executive, but excluding any equity grants that may be awarded after subject to the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) terms of the Company’s 2000 Long-Term Incentive Plan or Section 4.3(b)(iiany successor plan (the “Equity Plan”) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.any applicable grant agreement;
Appears in 1 contract
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) (including non-renewal of this Agreement by the Company) or by Executive for Good Reason pursuant to Section 4(e) (each, a “Qualifying Termination”) outside of a Change of Control Period (as defined below), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) solely to the continued payment of extent the Qualifying Termination occurs in 2024, an amount equal to (A) the Guaranteed Bonus plus two (2) times Executive’s Base Salary as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason minus (as determined pursuant to B) if applicable, the amount paid in lieu of notice in accordance with Section 3(a)4(d) for one (1of this Agreement, with such aggregate amount payable in accordance with Section 5(g) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated)of this Agreement;
(iii) the payment of any accrued but unpaid Annual Bonuses with respect solely to the extent the Qualifying Termination occurs after the 2024 calendar year, an amount equal to (A) two (2) times Executive’s Base Salary as in effect immediately prior full calendar year as determined by to termination and without regard to any reduction thereto which constitutes Good Reason, minus (B) if applicable, the Compensation Committee amount paid in good faith and lieu of notice in accordance with Section 4(d) of this Agreement, with such aggregate amount payable in cash at the time described in accordance with Section 3(b); and5(g) of this Agreement;
(iv) if Executive timely elects to have continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the twelve (12) calendar months immediately following the end of the calendar month in which the Qualifying Termination occurs, the Company take all such action as shall pay a portion of the premiums so that the Executive’s cost for coverage is necessary such that all outstanding equity grants to Executivecommensurate with active employees; provided that, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (eachCompany determines that such payments would cause adverse tax consequences to the Company or the Executive or otherwise not be permitted under the Company health and welfare plans or under law, as defined the Company shall instead provide the Executive with monthly cash payments during such 12-month period in an amount equal to the Plan) is treated under amount of the Company’s monthly contributions referenced above with such amount payable in accordance with Section 4.3(b)(i)(C5(g) of the Plan or Section 4.3(b)(ii) of the Planthis Agreement; provided, shallfurther, immediately and irrevocably vest and, that such contributions shall cease to the extent applicable, become exercisable be effective as of the date of termination that the Executive obtains health and shall remain exercisable for welfare benefits from a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.subsequent employer; and
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s 's employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e) (collectively, an "'Involuntary Termination"), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 11 ("Nonrenewal by the Company"), Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for two (2) years if such termination is a result of an Involuntary Termination and one (1) year if such termination is a result of Nonrenewal by the Company (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s 's employment not terminated);
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
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Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e) (collectively, an “Involuntary Termination”), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 11 (“Nonrenewal by the Company”), Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for two (2) years if such termination is a result of an Involuntary Termination and one (1) year if such termination is a result of Nonrenewal by the Company (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
Appears in 1 contract
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
Appears in 1 contract
