Termination by the Company without Cause; Termination by the Executive with Good Reason. The Company may terminate the Executive’s employment without Cause, effective upon delivery to the Executive of written notice of such termination. The Executive may terminate the Executive’s employment for Good Reason by providing the Company written notice in the manner set forth below. In the event that the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive with Good Reason (each, a “Qualifying Termination”), in each case, subject to Section 4(f), the Executive shall be entitled to: (i) the Accrued Benefits; (ii) any Prior Year Bonus; (iii) the Prorated Bonus; (iv) the COBRA Continuation Benefits; and (v) an amount equal to (A) 1.5 multiplied by (B) the Executive’s Base Salary immediately prior to the Termination Date, payable in substantially equal installments in accordance with the Company’s regular payroll practices over the 18-month period following the Termination Date; provided, however, that the first such payment shall not be made until the 60th day following the Termination Date and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment; and provided, further, that if a Qualifying Termination occurs within the 18-month period following a Change in Control, the number stated in clause (A) above shall be deleted and replaced with “2.0” and such amount will be payable over the 24-month period following the Termination Date. Payments and benefits provided in this Section 4(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies, or programs of the Company, including the benefits (if any) the Executive would otherwise be eligible to receive under the Tuesday Morning Corporation Executive Severance Plan as in effect from time to time (the “Severance Plan”). Following a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to compensation or benefits under this Agreement.
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Samples: Employment Agreement (Tuesday Morning Corp/De), Employment Agreement (Tuesday Morning Corp/De)
Termination by the Company without Cause; Termination by the Executive with Good Reason. The Company may terminate the Executive’s employment without Cause, effective upon delivery to the Executive of written notice of such termination. The Executive may terminate the Executive’s employment for Good Reason by providing the Company written notice in the manner set forth below. In the event that the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive with Good Reason (each, a “Qualifying Termination”), in each case, subject to Section 4(f4(h), the Executive shall be entitled to:
(i) the Accrued Benefits;
(ii) any the Prior Year Bonus;
(iii) the Prorated Bonus;
(iv) the COBRA Continuation Benefits; and
(v) an amount in cash equal to 1.5 times the sum of (A) 1.5 multiplied by the Base Salary and (B) the Executive’s Base Salary immediately average Annual Bonus earned by the Executive for the three most recently completed fiscal years (or, if (A) the Termination Date occurs prior to the determination date of the Annual Bonus for the third full fiscal year following the Effective Date, then such number of full fiscal years for which the Executive was eligible to earn an Annual Bonus or (B) the Termination DateDate occurs prior to the determination of the fiscal year 2022, then the target Annual Bonus for the fiscal year in which the Termination Date occurs), payable in substantially equal installments in accordance with the Company’s regular payroll practices over the 18-month period following the Termination Date; provided, however, that the first such payment shall not be made until the 60th day following the Termination Date and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment; ;
(iv) the COBRA Continuation Benefits on the terms and provided, further, that if subject to the conditions set forth in Section 4(b)(vi) for a Qualifying Termination occurs within the 18-month period following a Change in Control, the number stated in clause (A) above shall be deleted and replaced with “2.0” and such amount will be payable over the 24-month period of 18 months following the Termination Date; and
(v) outplacement services for a period of up to one year following the Termination Date, subject to a maximum cost of $50,000 (the payments described in clauses (ii), (iii), (iv), and (v), collectively, the “Qualifying Termination Severance Benefits”). Payments and benefits provided in this Section 4(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies, policies or programs of the Company, including the benefits (if any) the Executive would otherwise be eligible to receive Company or under the Tuesday Morning Corporation Executive Severance Plan as in effect from time to time Worker Adjustment Retraining Notification Act of 1988 (the “Severance PlanWARN”)) or any similar state statute or regulation. Following a the termination of the Executive’s employment by the Company without Cause or by the Executive for with Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to compensation or benefits under this Agreement.
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Termination by the Company without Cause; Termination by the Executive with Good Reason. The Company may terminate Subject to Section 5.1(e), if, during the Executive’s employment without CauseEmployment Period, effective upon delivery to the Executive of written notice of such termination. The Executive may terminate the Executive’s employment for Good Reason by providing the Company written notice in the manner set forth below. In the event that the Executive’s employment is terminated involuntarily by the Company without Cause (other than due to the Executive’s death or Disability) or voluntarily by the Executive with Good Reason Reason, the Company shall pay or provide to the Executive (eachor the Executive’s guardian, if applicable):
(i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law;
(ii) The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements;
(iii) A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a “Qualifying Termination”fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives;
(iv) Severance equal to two (2) times (A) an amount equal to the average of the annualized Base Salary the Executive was earning in the calendar year of the termination of employment and the Base Salary paid for the immediately preceding calendar year and (B) an amount equal to the average of the annualized Annual Bonus for the year in which the Date of Termination occurs, payable under Section 5.1(b)(iii) and the Annual Bonus paid or payable to the Executive for the immediately preceding calendar year (regardless of when the Annual Bonus is actually paid), such severance amount which shall be paid in each caseequal installments over a twenty-four- (24-) month period commencing on the sixtieth (60th) day following the Date of Termination in accordance with the Company's standard payroll cycle;
(v) During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is eighteen (18) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, subject the Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company;
(vi) Vesting of all non-performance-based equity awards held by the Executive shall be accelerated and such awards shall be settled, and, in the case of share appreciation rights and share options, remain outstanding and exercisable for the remainder of their terms;
(vii) Vesting of all performance-based equity awards granted as part of any Annual Equity Grant pursuant to Section 4(f)3.1(e) shall be accelerated and based upon actual performance through the Date of Termination, as certified by the Compensation Committee. The earned performance-based equity awards granted as part of any Annual Equity Grant, if any, shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs.
(viii) If the Annual Equity Grant for the year in which the Date of Termination occurs has not yet been granted by the Compensation Committee, the Executive shall be entitled to:
(i) to a lump sum cash payment equal to 50% of the Accrued Benefits;
(ii) any Prior Year Bonus;
(iii) target Annual Equity Grant value for the Prorated Bonus;
(iv) year of termination or, if the COBRA Continuation Benefitstarget Annual Equity Grant value has not been determined for such year, the target Annual Equity Grant value for the year immediately preceding the Date of Termination; and
(vix) an amount equal to (A) 1.5 multiplied Vesting of any outstanding and unvested Sign-on LILAB Award shall be accelerated in full based upon actual performance as of the Date of Termination, as certified by (B) the Executive’s Base Salary immediately prior to the Termination Date, payable in substantially equal installments in accordance with the Company’s regular payroll practices over the 18-month period Compensation Committee as soon as practicable following the Termination DateDate of Termination; provided, however, that the first such payment shall not be made until Parent may, in the 60th day following sole discretion of the Termination Date and such first payment shall include any amounts Compensation Committee, determine to exchange the Class B Shares issued as a result of the vesting of the Sign-on LILAB Award, including the unrestricted Class B Shares that would otherwise have been payable between the Termination Date and the date of such first payment; and providedvest on July 28, further2022, that if a Qualifying Termination occurs within the 18-month period following a Change in Control, the number stated in clause for (A) above shall Class A Shares on a 1:1 basis and (B) a number of Class C Shares with a value equal to One Million Dollars ($1,000,000), with the number of Class C Shares to be deleted and replaced with “2.0” and such amount will be payable over issued being determined by dividing $1,000,000 by the 24-month period average closing price of Class C Shares for the five trading days immediately following the Termination Date. Payments and benefits provided in this Section 4(d) shall be in lieu Date of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies, or programs of the Company, including the benefits (if any) the Executive would otherwise be eligible to receive under the Tuesday Morning Corporation Executive Severance Plan as in effect from time to time (the “Severance Plan”). Following a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to compensation or benefits under this AgreementTermination.
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