Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus. (iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and (v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Waystar Holding Corp.), Employment Agreement (Waystar Holding Corp.), Employment Agreement (Waystar Holding Corp.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the CompanyEmployee had no such termination occurred, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the Company’s fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iviii) An amount equal to the Severance Multiplier times the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the Target fiscal year in which the Closing Date falls, and using the highest Annual BonusBonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), such amount to be paid payable in substantially equal payments monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable in accordance with hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s regular payroll practices; providedhealth and other insurance plans during the Severance Term, however, or if such termination continued participation in is a CIC Qualified Terminationnot permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such amount shall instead be payable coverage, in a single lump sum within five (5) days of manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such terminationalternative arrangements not been used by the Company; and
(v) Subject to Executive’s election Vesting, as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term, payment of an amount equal Term (without regard to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvesting events). Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Darwin Professional Underwriters Inc), Employment Agreement (Darwin Professional Underwriters Inc), Employment Agreement (Darwin Professional Underwriters Inc)
Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time without CauseCause as such term is defined in Section 5.3 below, effective upon delivery in which case, subject to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled toSection 23:
(i) The Accrued Obligations;Executive shall be paid a lump sum cash payment, payable within 30 days after his termination of employment, equal to the total Salary which would have been paid to him under this Agreement for the remainder of the Term, based on a Salary rate equal to the greater of (A) the rate in effect on the Effective Date, or (B) the rate in effect on termination of his employment; and
(ii) Any unpaid Annual Bonus in respect The Executive shall be entitled to a lump sum payment payable within 30 days after his termination of any completed fiscal year that has ended prior employment equal to the date amount of such termination, which amount shall be paid at such time annual bonuses are which would have been paid to other senior executives him under this Agreement for the remainder of the Company, but in no event later than Term based upon the date bonus rate per annum that is two and one-half (2½) months following equal to the last day of bonus paid or payable by the fiscal year in which such termination occurred;Company to the Executive for the immediately preceding bonus year; and
(iii) Subject Benefits (as described in Sections 4(c) and 4(d) above) shall continue to satisfaction be provided to the Executive by the Company during the period of Salary continuation described in item (i) above as if the Executive’s employment had continued for the remainder of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredTerm; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal that to the Severance Multiplier times extent any such benefit cannot be continued as a matter of law during the sum remaining period of Base Salary and the Target Annual BonusTerm because the Executive is no longer employed by the Company or because providing the benefit would subject the Executive to additional income taxes under Section 409A of the Internal Revenue Code of 1986, such amount to be paid in substantially equal payments over as amended (the Severance Term“Code”), and payable the Company shall pay the Executive in accordance with the Company’s regular payroll practices; provided, however, if such procedures (commencing with the first payroll period that begins on or immediately after the termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days by the Company of such termination; and
(v) Subject to the Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of employment without cause) an amount equal to the difference between the monthly COBRA premium its cost and the monthly contribution paid by active employees for of providing such benefit at the same coveragerate or level as such benefit was provided or available at the time the benefit was required as a matter of law to be discontinued because the Executive ceased to be employed by the Company or because providing the benefit would subject the Executive to additional income taxes under Section 409A of the Code and; provided, further, that any such benefit shall be discontinued on the date that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible entitled to receive any health benefits coverage for a substantially equivalent rate or level of a comparable benefit as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s his employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementa successor employer.
Appears in 5 contracts
Samples: Employment Agreement (Lufkin Industries Inc), Employment Agreement (Lufkin Industries Inc), Employment Agreement (Lufkin Industries Inc)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable Annual Bonus for the fiscal year in which such termination occursof termination, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the extent applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of are achieved for such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonusyear, such amount to be paid in substantially equal payments over a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;
(iv) Continuation of payment of Base Salary during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days separate payment for purposes of such terminationSection 409A of the Code; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the medical benefits provided to Employee and his covered dependants under the difference between Company’s health plans in effect as of the monthly COBRA premium date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the monthly contribution paid by active employees for foregoing, the same coverage; provided, that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health such or similar benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii) through ), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 4 contracts
Samples: Employment Agreement (United Maritime Group, LLC), Employment Agreement (United Maritime Group, LLC), Employment Agreement (United Maritime Group, LLC)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Executive Employee shall be entitled toeligible for:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;The Severance Benefits; and
(iii) Subject to satisfaction Acceleration of the performance objectives applicable for vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the fiscal year Date of Termination; provided that such termination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), in which such termination occurs, an amount equal to case Employee shall have ninety (A90) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement Date of such fiscal year through Termination to exercise the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvested equity awards. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning her professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 4 contracts
Samples: Employment Agreement, Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, which termination shall be effective upon delivery to Executive Employee’s receipt of written notice of such terminationthe same in accordance with this Agreement. In the event that ExecutiveUpon any termination of Employee’s employment is terminated by the Company without Cause (other than due pursuant to death or Disability)this Section 4.2, Executive Employee shall be entitled to:
(a) a lump sum cash payment, payable within ten (10) business days after the date of termination of Employee’s employment equal to the sum of: (i) The Accrued Obligations;
any accrued but unpaid salary as of the date of such termination; (ii) Any any accrued but unpaid Annual annual cash bonus payable under the Company’s EVA Bonus in respect of Program for any completed fiscal year that has annual period ended prior to the date of such termination, ; and (iii) all expenses incurred for which amount shall documentation has been or will be paid at such time annual bonuses are paid to other senior executives of provided in accordance with the Company’s policies but not yet reimbursed;
(b) a lump sum cash payment, but in no event later than payable within ten (10) business days of the date that is two and one-half six (2½6) months following the last day date of termination (or, if Employee is not considered a “key employee” within the meaning of Section 409A of the fiscal year in which such termination occurred;
(iii) Subject Code at the time of termination, the date Employee’s employment terminates), equal to satisfaction of the performance objectives applicable amount payable under the Company’s EVA Bonus Program for the fiscal year annual period in which such termination occurs, an amount equal to (A) as if the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurredEmployee’s employment had not been terminated, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year prorated through the date of such termination termination;
(c) continuation of all perquisites and other Company-related benefits to which Employee was entitled as of the denominator date of his termination, including, but not limited to, those set forth in Section 2.3 above, through the end of the second calendar year following the year in which Employee’s employment terminates, if and to the extent the provision of such perquisites or benefits complies with Section 409A of the Code;
(d) immediate vesting of all of Employee’s stock options, warrants and any other equity awards based on Employer’s securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc., all of which is three hundred sixty-five (365) (or three hundred sixty-six (366)shall remain exercisable in accordance with the original terms on the date of grant, as applicable)or, which amount shall if later, the maximum date stock rights may be paid at such time annual bonuses are paid to other senior executives extended under Section 409A of the Code;
(e) continued participation in, and continuation by the Company of the payment of the relevant premiums applicable to, the life insurance and health, welfare and medical insurance plans described in Section 2.3 or comparable plans at the Company’s expense (subject to the terms of the applicable plans) through the end of the second calendar year following the year in which Employee’s employment terminates, but if and to the extent the provision of continued participation and payments of premiums complies with Section 409A of the Code;
(f) continued participation, through the end of the second calendar year following the year in no event later than which Employee’s employment terminates, of Employee and each of his dependents in all other Company-sponsored health, welfare and benefit plans or comparable plans at the Company’s expense (subject to the terms of the applicable plans) at the benefit levels in effect from time to time and with COBRA benefits commencing thereafter, if and to the extent the provision of continued benefits and benefit levels complies with Section 409A of the Code and any other applicable laws and regulations. In addition to the foregoing payments and continuation of benefits, the Company shall pay Employee a lump sum cash payment, payable within ten (10) business days of the date that is two and one-half six (2½6) months following the last day date of termination of Employee’s employment (or, if Employee is not considered a “key employee” within the meaning of Section 409A of the fiscal year in which such termination occurred; providedCode at the time of termination, howeverthe date Employee’s employment terminates), if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between product of (I) two multiplied by (II) the monthly COBRA premium cost sum of (1) Employee’s then current annual salary pursuant to Section 2.1 and (2) the monthly contribution average amount paid by active employees for to Employee under the same coverage; provided, that Company’s EVA Bonus Program with respect to the payments described most recent three calendar years (or such shorter period to coincide with Employee’s years of employment with the Company prior to the end of the preceding calendar year). Notwithstanding anything in this clause (v) shall cease earlier than Agreement to the expiration contrary, if at the time of termination, Employee is a “specified employee” or “key employee” who has experienced a “separation from service,” each within the meaning of Section 409A of the Severance Term Code, no payments or benefits pursuant to this Agreement that are considered “deferred compensation” subject to Section 409A of the Code shall be made prior to the date that is six (6) months after the date of “separation from service” (or, if earlier, Employee’s date of death), except as otherwise provided in the event that Executive becomes eligible to receive Code, Section 409A of the Code or any health benefits as a result of subsequent employment or service during the Severance Termregulations promulgated thereunder. Notwithstanding the foregoingIn such event, the payments and benefits described subject to the six (6) month delay will be paid in clauses (ii) through (v) above shall immediately terminate, and a lump sum on the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementearliest permissible payment date.
Appears in 4 contracts
Samples: Employment Agreement (Bradley Pharmaceuticals Inc), Employment Agreement (Bradley Pharmaceuticals Inc), Employment Agreement (Bradley Pharmaceuticals Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time during the Term of Employment without Cause, effective upon delivery to Executive Executive’s receipt of written notice of such terminationtermination or such other date as is specified in such notice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect One hundred percent (100%) of any completed fiscal year that has ended prior to Executive’s Base Salary at the date time of such the termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of payable in substantially equal installments in accordance with the Company, but in no event later than ’s regular payroll practices during the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredSeverance Term;
(iii) Subject to satisfaction Any prior year’s earned but unpaid Annual Bonus (with any requirement for employment on the date of the performance objectives applicable for the fiscal year in which such termination occurs, an payment waived) (a “Prior Year Bonus”);
(iv) An amount equal to the product of (Ax) the Annual Bonus otherwise payable to Executive would have earned for the fiscal year in which such of termination occurred, assuming if Executive had remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the requirement of continued employment) as is used generally to determine the annual bonuses of actively employed through senior executive employees of the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target)Company for such year, multiplied by (By) a fraction, the numerator of which is the number of days elapsed from the commencement of during such fiscal year through to which such Annual Bonus relates and that Executive was employed by the date of such termination Company and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall will be paid at such the same time as annual bonuses for such year are paid to other actively employed senior executives of the CompanyCompany generally, but in no event later than December 31 of the date that is two and one-half (2½) months year following the last day year of termination (the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual “Prorated Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination”); and
(v) Subject to Executive’s election of COBRA continuation coverage To the extent permissible under the Company’s group health plan, on the first regularly scheduled payroll date of each month continuation, during the Severance TermTerm (or if earlier, payment of an amount equal to until the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination by the Company without Cause, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 4 contracts
Samples: Employment Agreement (Custom Truck One Source, Inc.), Employment Agreement (Custom Truck One Source, Inc.), Employment Agreement (Custom Truck One Source, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the CompanyEmployee had no such termination occurred, but in no event later than the date that is one day prior to two and one-half (2½) months following the last day end of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the Company’s fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iviii) An amount equal to the Severance Multiplier times multiplied by the sum of his then current Base Salary and Annual Bonus (determined using the Target target Annual BonusBonus if such termination occurs during the fiscal year in which the Commencement Date falls, such amount to be and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), payable in substantially equal payments monthly installments over the Severance Term, period commencing on the date of termination and payable in accordance with ending on the date that is one day prior to two and one-half months following the end of the Company’s regular payroll practicesfiscal year in which such termination occurs (the “Severance Term”);
(iv) Continuation of participation under the Company’s health and other insurance plans for a period of years equal to the Severance Multiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; provided, however, that if the cash value is paid to Employee, it shall be paid to Employee no later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such terminationoccurs; and
(v) Subject to Executive’s election Vesting, as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term, payment of an amount equal two (2) year period immediately following such termination (without regard to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvesting events). Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. In no event shall the expiration of the Term of Employment on the Expiration Date constitute a termination without Cause hereunder.
Appears in 3 contracts
Samples: Employment Agreement (Allied World Assurance Co Holdings, AG), Employment Agreement (Allied World Assurance Co Holdings, AG), Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery (Other Than Due to Executive of written notice of such termination. In the event that Executive’s employment is terminated Disability or Death) or by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:Employee for Good Reason.
(i) The If the Employee’s employment with the Company and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then in addition to the Accrued Obligations;
Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company and its affiliates in substantially the form attached as Exhibit B hereto (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the “Release”), on or after the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Employee’s termination of the Company, but in no event employment and not later than the date that is two and one-half sixtieth (2½60th) months day following the last day date of the fiscal year in which Employee’s termination of employment and his non-revocation of such termination occurred;
Release within the time period provided therein, the Company shall pay the Employee (iiix) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus, if any, earned for the Bonus Year in which the date of termination of employment occurs, which bonus would otherwise be payable to Executive for the fiscal Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at targetBonus Year), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of Employee was employed hereunder in such fiscal year through the date of such termination and the denominator of which is three hundred sixty365 (to the extent applicable, the “Pro-five (365) (or three hundred sixty-six (366), as applicableRata Bonus”), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyis payable in accordance with Section 3(b), but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An an amount equal to the Severance Multiplier times the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the Target amount of the Employee’s Annual Bonus, such amount to be paid if any, earned (regardless of whether paid), in substantially respect of the Bonus Year immediately preceding the year of termination (the “Severance Amount”), which Severance Amount is payable in equal payments over the Severance Term, and payable installments in accordance with the Company’s regular payroll practices; providedusual payment practices over a twelve (12) month period commencing on the day immediately following the date of termination (such period, howeverthe “Severance Period”) and (z) an amount equal to one and a half (1.5) times the Company’s cost of providing, if such termination is a CIC Qualified Terminationfor the Severance Period, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage for the Employee and his dependents under the Company’s group health planplan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, on which amount is payable in equal installments in accordance with the first regularly scheduled payroll date of each month during Company’s usual payment practices over the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance TermPeriod. Notwithstanding the foregoing, the Company shall have the right to cease making such payments and benefits described the Employee shall be obligated to repay any such amounts to the Company already paid if the Employee fails to execute and deliver the Release within the time period provided above or, after timely delivery, the Employee revokes it within the time period specified in clauses such Release.
(ii) through For purposes of this Agreement, “Cause” means:
(vA) above shall immediately terminatethe Employee’s willful and continued failure to perform the Employee’s material, reasonable and lawful duties (other than as a result of incapacity due to physical or mental illness); provided that, the Employee does not cure such failure within 15 days after receipt from the Company shall have no further obligations to Executive with respect thereto, of written notice of such failure;
(B) the Employee’s negligence or willful misconduct in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination course of Executivethe Employee’s employment with the Company and its affiliates, as applicable, that the Board in good faith in its reasonable discretion determines has a material, demonstrable and adverse effect on the Company and its affiliates, provided that, to the extent curable, the Employee does not cure such negligence or misconduct within 15 days after receipt from the Company of written notice of such action;
(C) the Employee’s indictment of, conviction of, or plea of nolo contendere to (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States);
(D) the Employee’s material breach of this Agreement, including, without limitation the provisions of Sections 6 and 7, provided that, to the extent curable, the Employee does not cure such breach within 15 days after receipt from the Company of written notice of such breach;
(E) the Employee’s violation of lawful Company policies that the Board in good faith in its reasonable discretion determines has a material, demonstrable and adverse effect on the Company and its affiliates, provided that, to the extent curable, the Employee does not cure such violation within 15 days after receipt from the Company of written notice of such violation;
(F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its affiliates; or
(G) the Employee’s use of alcohol or drugs that either materially interferes with the performance of the Employee’s duties hereunder or adversely affects the integrity or reputation of the Company or its affiliates, their employees or their products or services, as determined by the Company without Cause, except as set forth Board in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under good faith in its reasonable discretion.
(iii) For purposes of this Agreement., “Good Reason” means, without the Employee’s written consent:
Appears in 3 contracts
Samples: Employment Agreement (Press Ganey Holdings, Inc.), Employment Agreement (PGA Holdings, Inc.), Employment Agreement (PGA Holdings, Inc.)
Termination by the Company Without Cause. (a) The Company may terminate Executive’s employment this Agreement at any time without Cause, Cause by written notice to the Executive effective upon delivery to Executive of written notice of such termination. In receipt or on a later termination date agreed with the event that Executive.
(b) If the Company terminates the Executive’s employment is terminated by without Cause, the Company without Cause (other than due to death or Disability), will pay the Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of Base Salary due the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other amounts to which the Executive is entitled at the time of termination and the denominator of which is three hundred sixty-five (365) (under any bonus or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives compensation plan or practice of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (xthat any bonus payments under the MICP will be governed by Section 6.2(c)(ii) any applicable performance objectives shall be deemed satisfied at target, below and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonusnot this Section.
(ivc) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below:
(i) An amount equal to the Severance Multiplier times the sum of Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and the Target Annual Bonus, deductions due on such amount to be paid in substantially equal payments over the Severance Term, and payable salary in accordance with applicable law, payable as a lump sum payment no later than the Companyfirst business day following the date on which the Executive’s regular payroll practicesright to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release);
(ii) If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Executive will be eligible for such bonus on the same basis as other executive level employees, and if other executive level employees receive a bonus under the MICP for the preceding year, the Company will pay the Executive the bonus pursuant to the MICP; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days that the percentage of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planachievement of corporate goals which is used in the calculation of a portion of such bonus, on will be the first regularly scheduled payroll same as the percentage established by the compensation committee of the Board for other executive level employees; and provided further that the percentage of the Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) years;
(iii) A Bonus (as defined below) for the year in which this Agreement is terminated prorated for the period during such year the Executive was employed prior to the date of each month during termination (or the Severance Term, payment of an full amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in Bonus if the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment is terminated within six (6) months prior to or twelve (12) months following a Change of Control), payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release). If a Change of Control occurs after the Company pays the prorated Bonus, then the remainder of the Bonus will be payable as a lump sum payment no later than ten (10) days after the effective date of the Change of Control and, for this purpose, a Change of Control will occur only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal years prior to the date of termination. For purposes of determining the Executive’s Bonus, to the extent the Executive received no bonus in a year in which other executives received bonuses, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, but if the Executive did not receive a bonus for a year in which no executive received a bonus, such year will not be taken into account. If any portion of the bonuses awarded to the Executive consisted of securities or other property, the fair market value thereof will be determined in good faith by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.Board;
Appears in 3 contracts
Samples: Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.)
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Executive’s employment at any time without Cause, effective immediately upon delivery to Executive Officer of written notice of such termination. In the event that Executive’s employment is terminated termination by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than which shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the date that is two and one-half (2½) months following Company shall pay to Officer, on the last day Termination Date, a lump sum payment of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (Ax) the Annual Bonus otherwise all accrued and unpaid salary and other compensation payable to Executive for Officer by the fiscal year in which such termination occurred, assuming Executive had remained employed Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at targetTermination Date, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Officer would have earned as Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Termfive years following the Termination Date, payment of plus an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause five times (vi) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible no previous bonus has been paid or is payable pursuant to receive any health benefits as a result this Amended Agreement, 20% of subsequent employment Officer's Base Salary, or service during (ii) in the Severance Termevent at least one bonus has been paid or is payable to Officer, the average bonus based on all bonuses paid or payable to Officer pursuant to this Amended Agreement. Notwithstanding In addition to the foregoing, and notwithstanding the payments provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the Company which have been granted to Officer and benefits described in clauses (ii) through (v) above which would have vested during the 24 months following the date of termination shall become immediately terminateexercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such option, and (y) the Company shall have no further obligations continue to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights provide to any compensation or any Officer all other benefits under this Agreementthat would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the 60 months following the Termination Date.
Appears in 3 contracts
Samples: Employment Agreement (Veterinary Centers of America Inc), Employment Agreement (Veterinary Centers of America Inc), Employment Agreement (Veterinary Centers of America Inc)
Termination by the Company Without Cause. The Company This Agreement may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is be terminated by the Company without Cause upon ninety (other than due 90) days' written notice thereof given to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect Employee. Upon the delivery of any completed fiscal year that has ended prior to the date notice of such termination, which amount the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, provided that the effective date of termination shall be paid at such time annual bonuses are paid to other senior executives of the Companya mutually-agreed date, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease not earlier than the expiration 90th day following the Company's delivery of the Severance Term in such notice. In the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e)(i) the Company shall, Executive shall have no further rights at the election of Employee, either (A) continue to pay Employee his then effective salary hereunder for eighteen (18) months, following the effective date of termination of employment, including 100% of any compensation or any bonus paid to Employee with respect to the calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under this Agreementthe terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) pay Employee, (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for eighteen (18) months, including 100% of any bonus paid or payable to Employee with respect to the calendar year immediately preceding termination, and (2) the remaining fifty percent (50%) of the amount specified in the immediately preceding subsection (1) in six (6) equal monthly installments, with such installment payments beginning the month after the month in which payment of the lump sum occurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable.
Appears in 3 contracts
Samples: Employment Agreement (Da Consulting Group Inc), Employment Agreement (Da Consulting Group Inc), Employment Agreement (Da Consulting Group Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company pursuant to Section 5(e) without Cause (cause for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Executive shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) Any outstanding or unpaid Annual Bonus in Base Salary as of the date of Employee’s termination. The Employee shall also be eligible for a bonus or incentive compensation payment to the extent a bonus is justified, and to the extent bonuses are paid to similarly situated employees, pro-rated for the year with respect of any completed fiscal year that has ended prior to the date of such Employee’s termination, which amount shall be and paid at such time annual bonuses when similarly situated employees are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonuspaid.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and (at the Target Annual Bonus, such rate in effect as of the date of Employee’s termination) which would have been payable to Employee if Employee had continued in employment for a twelve (12) month period following the date of death. Such amount to shall be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular standard payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; andand pay period procedures.
(v) Subject to ExecutiveThe Company completely at its expense will continue for Employee and Employee’s election of COBRA continuation coverage under the Company’s spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate as of the date of termination, until the earlier of : (A) last day of period during which Employee receives payment in accordance with clause (iii) above; (B) Employee’s death (provided that benefits payable to Employee’s beneficiaries shall not terminate upon Employee’s death); or (C) with respect to any particular plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment program or service during the Severance Term. Notwithstanding the foregoingarrangement, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment date Employee becomes covered by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementa comparable benefit provided by a subsequent employer.
Appears in 3 contracts
Samples: Employment Agreement (Industrial Minerals Inc), Employment Agreement (Industrial Minerals Inc), Employment Agreement (Industrial Minerals Inc)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s monthly Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over for each month during the Severance Term, and payable which shall be paid in accordance with the Company’s regular payroll practices; provided, however;
(ii) With respect to the Initial Option Grant, if such Employee is terminated without Cause before the ten (10) month anniversary of the Effective Date, solely for purposes of vesting of the Initial Option Grant, Employee shall be deemed on the date of termination to have been employed for sixteen (16) months from the Effective Date and his options for the remaining shares shall terminate. In addition, if Employee is a CIC Qualified Terminationterminated without Cause on or after the ten (10) month anniversary of the Effective Date, such amount solely for purposes of vesting of the Initial Option Grant, Employee’s employment shall instead be payable in a single lump sum within five deemed to have terminated six (56) days months after the date of such termination; andtermination of his employment and all other options held by employee that are not then exercisable shall terminate.
(viii) Subject If and to Executive’s election of COBRA continuation coverage under the extent that the Employee is able to continue his participation in the Company’s group health plan, on and/or dental insurance from and after the first regularly scheduled payroll date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, adjusted for any premium increase and on an after-tax basis, for each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viv) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any comparable health benefits as and dental benefits, including through a result of subsequent employment or service spouse’s employer, during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (ii) are made. Notwithstanding the foregoing, the payments and benefits described in clauses (i), (ii) through ), and (viii) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 3 contracts
Samples: Employment Agreement, Employment Agreement (BeiGene, Ltd.), Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may terminate Executive’s employment at any time prior to the Extension Date without Cause, effective upon delivery to Executive the Term will terminate and all obligations of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the provisions of Section 13(c) the Company shall pay to the Executive (other than due to death or Disability), his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled toto receive within, or commencing within, thirty (30) days after the Date of Termination, the following amounts:
(i) The Accrued Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior twenty-four (24) semi-monthly payments during a twelve (12) consecutive month period equal to the date Executive's Annual Base Salary divided by twenty-four (24); provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such termination, which amount amounts shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year qualify Executive for any incremental benefit under any plan or program in which such termination occurredhe has participated or continues to participate;
(iii) Subject stock options then held by Executive will be exercisable to satisfaction of the performance objectives applicable extent and for such periods, and otherwise governed, by the fiscal year in plans and programs and the agreements and other documents thereunder pursuant to which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredstock options were granted; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal all vested, nonforfeitable amounts owing and accrued at the Date of Termination under any compensation and benefit plans, programs, and arrangements in which Executive theretofore participated will be paid under the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted, including any supplemental retirement plan in which the Executive may have participated. Amounts which are immediately payable above will be paid as promptly as practicable after Executive's Date of Termination; PROVIDED, HOWEVER, to the Severance Multiplier times extent that the sum of Base Salary and the Target Annual BonusCompany would not be entitled to deduct any such payments under Internal Revenue Code Section 162(m), such amount to payments shall be paid in substantially equal payments over made at the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, earliest time that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment would be deductible by the Company without Cause, except as set forth in limitation under Section 162(m) (unless this Section 7(eprovision is waived by the Company), Executive . Any deferred payment shall have no further rights be credited with the interest at a rate applied to any compensation or any other benefits prevent the imputation of taxable income under this Agreementthe Code.
Appears in 3 contracts
Samples: Termination and Change of Control Agreement (Cuno Inc), Termination and Change of Control Agreement (Commercial Intertech Corp), Termination and Change of Control Agreement (Commercial Intertech Corp)
Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may terminate Executive’s employment at any time prior to the Extension Date without Cause, effective upon delivery to Executive the Term will terminate and all obligations of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the provisions of Section 13(c) the Company shall pay to the Executive (other than due to death or Disability), his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled toto receive within, or commencing within, thirty (30) days after the Date of Termination, the following amounts:
(i) The Accrued Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior twenty-four (24) semi-monthly payments during a twelve (12) consecutive month period equal to the date Executive's Annual Base Salary divided by twenty-four (24); provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such termination, which amount amounts shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year qualify Executive for any incremental benefit under any plan or program in which such termination occurredhe has participated or continues to participate;
(iii) Subject stock options then held by Executive will be exercisable to satisfaction of the performance objectives applicable extent and for such periods, and otherwise governed, by the fiscal year in plans and programs and the agreements and other documents thereunder pursuant to which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredstock options were granted; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal to all vested, nonforfeitable amounts owing and accrued at the Severance Multiplier times the sum Date of Base Salary Termination under any compensation and the Target Annual Bonusbenefit plans, such amount to be paid in substantially equal payments over the Severance Termprograms, and payable arrangements in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that which Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.theretofore participated will be
Appears in 3 contracts
Samples: Termination and Change of Control Agreement (Commercial Intertech Corp), Termination and Change of Control Agreement (Commercial Intertech Corp), Termination and Change of Control Agreement (Commercial Intertech Corp)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;as determined by the Compensation Committee; and
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount A lump sum cash payment equal to eighteen (A18) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum “applicable percentage” of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); and
(iv) Immediate vesting of any and all equity or equity-related awards previously awarded to the monthly contribution paid by active employees for the same coverage; providedEmployee, that the payments described in this irrespective of type of award. Any amounts payable to Employee under clause (vi), (ii), or (iii) of this Section 8(d) shall cease earlier than be paid in lump sum on the expiration sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Term in the event that Executive becomes eligible Benefits”), subject to receive any health benefits as a result Section 8(i) of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofthis Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Emerald Oil, Inc.), Employment Agreement (Emerald Oil, Inc.), Employment Agreement (Emerald Oil, Inc.)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s your employment is terminated by the Company without Cause (for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Executive shall be entitled toyou:
(i) The Accrued ObligationsCompensation;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredPlan Benefits;
(iii) Subject to satisfaction your execution and non-revocation of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to Release (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at targetas defined below), multiplied accelerated vesting of your unvested equity awards that would vest by (B) a fraction, the numerator normal passage of time during the period which is the number of days elapsed nine (9) months from the commencement of such fiscal year through the date of such termination of your employment;
(iv) Subject to your execution and non-revocation of the denominator of which is three hundred sixty-five Release (365) (or three hundred sixty-six (366as defined below), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and onePro-half (2½) months following the last day of the fiscal year in which such termination occurredRated Annual Bonus; provided, however, if such termination is a CIC Qualified Termination, that in no event shall the Pro-Rated Annual Bonus be prorated at less than nine (x9) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such terminationmonths; and
(v) Subject to Executive’s election your execution and non-revocation of COBRA continuation coverage under the Company’s group health planRelease (as defined below), an amount equal to seventy-five percent (75%) times your Base Salary, which shall be paid during the nine (9) month period which begins on the first regularly scheduled administratively feasible payroll date following the date the Release becomes effective, with the first payment totaling the amount of each month during individual payments that would have been made from the Severance Termtermination date through the date of the payment, payment and subsequent payments continuing at the same time and in the same manner as Base Salary would have been paid if you had remained in active employment until the end of such period. Additionally, you shall receive an amount equal to the difference between the monthly cost of COBRA premium cost and the monthly contribution paid by active employees continuation coverage for the same medical plan at the date of termination at the level of coverage then in effect for you, less the active rate for such coverage; provided, that times nine (9) months to be payable in a single, lump sum payment on the payments described in this clause (v) shall cease earlier than first administratively feasible payroll date following the expiration of date the Severance Term in the event that Executive Release becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termeffective. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches the period for consideration of the Release and the revocation period crosses two calendar years, the first administratively feasible payroll date shall be deemed to be the first payroll date in the second calendar year that occurs on or after the date the Release becomes effective, regardless of the date the Release is signed. Further notwithstanding the foregoing, the Company may in its discretion change the timing of the payment of any provision set forth amounts to the extent such amounts are not subject to Section 409A of the Internal Revenue Code (the “Code”).
(vi) Each of the payments of severance benefits above are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). As a result, (A) payments that are made on or before the 15th day of the third month of the calendar year following the applicable year of termination, and (B) any additional payments that are made on or before the last day of the second calendar year following the year of your termination and do not exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect, are exempt from the requirements of Code Section 9 hereof. Following such 409A. If you are designated as a “specified employee” within the meaning of Code Section 409A, to the extent the payments to be made during the first six month period following your termination of Executive’s employment by exceed such exempt amounts, the Company payments shall be withheld and the amount of the payments withheld will be paid in a lump sum, without Causeinterest, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementduring the seventh month after your termination.
Appears in 3 contracts
Samples: Employment Agreement (Kalobios Pharmaceuticals Inc), Employment Agreement (Kalobios Pharmaceuticals Inc), Employment Agreement (Kalobios Pharmaceuticals Inc)
Termination by the Company Without Cause. (a) The Company may terminate Executivethe Employee’s employment at any time without Cause, effective Cause (as defined in Section 4.3(c)) upon delivery to Executive of thirty (30) days’ prior written notice of such termination. and thereby terminate the Employment Period under this Agreement.
(b) In the event that Executivethe Employee’s employment is terminated by pursuant to this Section 4.3, and at that time the Company without Cause (other than due Employee is ready, willing and able to death or Disability)continue performing all of his duties under this Agreement, Executive the Employee shall be entitled to:
to receive: (i) The the Accrued Obligations;
Amounts, which shall be payable in a lump sum within thirty (30) days of any such termination, and (ii) Any subject to satisfying the requirements and conditions of Section 4.5 below: (A) his Base Salary (in effect at the time of termination) for a period equal to the remaining term of the Initial Employment Period, payable at such dates and times in accordance with the Company’s normal payment practices and procedures (for clarification, the Employee shall not be entitled to receive any continued payment of Employee’s Base Salary in the event of any such termination following the expiration of the Initial Employment Period); (B) if Employee elects to receive continuation coverage for medical, prescription and dental benefits under COBRA, the Company will, for a period equal to the remaining term of the Initial Employment Period, waive or otherwise pay at regular monthly intervals the contribution, if any, that would otherwise be required for the continuation of coverage under a Partnership Group group health plan that Employee and his dependents are eligible to receive, provided, however, that to receive such waiver or contribution, the Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan (for clarification, the Employee shall not be entitled to any waiver, or payment, of any contribution as required for the continuation of such COBRA coverage in the event of any such termination following the expiration of the Initial Employment Period); (C) an amount equal to any unpaid Annual Bonus otherwise payable for the year immediately preceding the year in respect which the employment of the Employee is so terminated, any completed fiscal year that has ended prior such amount to be paid, subject to the date provisions of such terminationSection 4.5, which amount shall be paid at such time annual bonuses are paid to other senior executives no later than March 15 of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
occurs; (iiiD) Subject an amount equal to satisfaction of the performance objectives applicable pro rata Annual Bonus for the fiscal year in which such termination occurs, an amount equal if determined to (A) be payable for such year, such pro rata payment to be paid, subject to the Annual Bonus otherwise payable to Executive for provisions of Section 4.5, no later than March 15 of the fiscal year immediately following the year in which such termination occurred, assuming Executive had remained employed through occurs; and (E) the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (BPhantom Units awarded to the Employee as described in Section 3.3(a) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid accelerated and become fully vested at such time annual bonuses are paid to other senior executives of as the CompanyRelease (as herein defined) becomes final and irrevocable, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives Phantom Units shall be deemed satisfied settled as provided in the Phantom Unit Agreement or at target, such later date as provided in Section 4.5. The payments and (y) the amount referenced benefits provided in clause (Aii) above shall instead be of the Target Annual Bonuspreceding sentence are collectively referred to as the “Severance Benefits.”
(ivc) An amount equal to For purposes of this Agreement, “Cause” means the Severance Multiplier times the sum occurrence of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration any one or more of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.following events:
Appears in 3 contracts
Samples: Employment Agreement (CSI Compressco LP), Employment Agreement (CSI Compressco LP), Employment Agreement (Compressco Partners, L.P.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Executive Employee shall be entitled toeligible for:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;The Severance Benefits; and
(iii) Subject to satisfaction Acceleration of the performance objectives applicable for vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the fiscal year Date of Termination; provided that such termination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), in which such termination occurs, an amount equal to case Employee shall have ninety (A90) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement Date of such fiscal year through Termination to exercise the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvested equity awards. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning his professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 3 contracts
Samples: Offer of Employment (Novelion Therapeutics Inc.), Offer of Employment (QLT Inc/Bc), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, , effective upon delivery to Executive Employee’s receipt of written notice of such terminationtermination and subject to compliance with the requirements of the ECL. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause Cause, and (other than due except with respect to death or Disabilitypayment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 7(f) below), Executive Employee shall be entitled toto the additional benefits below:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s monthly Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over for each month during the Severance Term, and payable which shall be paid in accordance with the Company’s regular payroll practices;
(ii) With respect to the vesting of the shares subject to the Initial Option Grant and Initial RSU Award only (and not any subsequent option grant or subsequent restricted share unit or other equity awards), Employee’s employment shall be deemed to have terminated 18 months after the date of termination of his or her employment, and the period of time in which Employee may exercise such vested option shares underlying shall be increased to 12 months following the date of termination; provided, however, that if such termination is without Cause occurs during the 12 month period immediately following a CIC Qualified TerminationChange in Control, then all unvested shares subject to Employee’s Initial Option Grant and Initial RSU Award (and all shares subject to any subsequent option grants or subsequent restricted share unit or equity awards) shall be deemed fully vested and exercisable as of the date of termination, and the period of time in which Employee may exercise such amount vested option shares shall instead be payable in a single lump sum within five (5) days increased to 12 months following the date of such termination; and
(viii) Subject If and to Executive’s election of COBRA continuation coverage under the extent that the Employee is able to continue his or her participation in the Company’s group health plan, on and/or dental insurance from and after the first regularly scheduled payroll date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, for each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viii) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any comparable health and dental benefits as with a result of subsequent employment or service employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in clauses (i), (ii) through ), and (viii) above (collectively, the “Severance Benefits”) shall include all statutory severance that the Employee may be entitled to under PRC law, and shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e)Agreement, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 2 contracts
Samples: Executive Employment Agreement, Executive Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Board may in its sole discretion cause the Company may to terminate the Executive’s employment at any time during the Term without Cause (as defined below) and upon thirty (30) days’ prior written notice to the Executive, with the Company’s only obligations being the payment of the Accrued Compensation and, subject to the conditions described in this paragraph Section 7(d), the severance compensation specified in this Section 7(d). If (i) the Company terminates the Executive’s employment during the Term without Cause, effective upon delivery to or if the Executive of written notice of such termination. In the event that Executive’s terminates his employment is terminated by the Company without Cause (other than due to death or Disability)for Good Reason, Executive shall be entitled to:
(ias provided in Section 7(c) The Accrued Obligations;
above, (ii) Any unpaid Annual Bonus the Executive executes a general release in respect of any completed fiscal year that has ended prior to the date of form attached as Exhibit A hereto (and the Executive does not subsequently revoke such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two release) and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject the Executive continues to satisfaction comply in all material respects with his obligations under Section 8 of this Agreement, then the Company shall (conditioned upon such timely execution, delivery and non-revocation of the performance objectives applicable for foregoing release) pay the fiscal year in which such termination occurs, an amount Executive (x) severance compensation (the “Severance Compensation”) equal to the Annual Base Salary otherwise due to the Executive for a period equal to the longer of: (A) the Annual Bonus remaining period of the Initial Period or any Renewal Period (as applicable) then in effect; or (B) three (3) months,2 which Severance Compensation, if any, shall be paid commencing with the first regular payroll date following fifty-two (52) days after the Executive’s last day of employment and otherwise payable to Executive for paid at the fiscal year in which such termination occurred, assuming same times as payments would have been made if the Executive had remained employed by the Company through the such applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredseverance period; provided, however, if that the first such payment shall include all payments the Executive would have received prior to the expiration of such statutory revocation period had there been no termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at targetof employment, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount a lump sum cash payment equal to the Severance Multiplier six (6) times the sum “applicable percentage” of Base Salary and the Target Annual Bonusmonthly COBRA premium cost applicable to the Executive if the Executive (or his dependents) were to elect COBRA coverage in connection with such termination (the “COBRA Payment”), with such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the that Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the Compensation payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termcommence. Notwithstanding the foregoing, the The payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive 7(d) shall have no further rights be subject to any compensation or any other benefits under this Agreementthe provisions of Section 7(g) below.
Appears in 2 contracts
Samples: Employment Agreement (Enviro Technologies U.S., Inc.), Employment Agreement (Ecoark Holdings, Inc.)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment the Term of Employment is terminated by the Company without Cause (other than due to death or Disability)Cause, Executive Employee shall be entitled to:
to receive: (ia) The Accrued Obligations;
any Base Salary and Benefits earned and accrued but unpaid through the date of termination; (iib) Any unpaid a lump sum cash payment (or six monthly payments based on the Company's financial status as determined by the Board), net of any applicable withholding taxes, in an amount equal to six months salary at the highest base salary in effect during the twelve months prior to termination plus the Annual Bonus in respect of any completed paid to Employee for the last fiscal year that has ended prior to termination prorated to the date of such termination, which amount shall be paid at such time annual bonuses are paid ; (c) continuation of Benefits to other senior executives the extent allowed under the Company's plans for one (1) year from the date of termination; and (d) notwithstanding any provision to the contrary in any plan or agreement relating to stock options for shares of the Company, but in no event later than the date that is two and oneimmediate vesting of all of Employee's non-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable vested options for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives shares of the Company's capital stock ("Accelerated Option Vesting") (collectively, but in no the "Severance Payments"). In the event later than the date that is two and one-half (2½) months following the last day Company cannot, pursuant to any of the fiscal year in which its benefits plans, pay any Benefits under such termination occurred; providedplan, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives Employee shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount entitled to a lump sum payment equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days after-tax value of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance TermBenefits. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company The parties shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits obligation under this Agreement. Employee acknowledges and agrees that payment of Severance Payments pursuant to this Agreement shall be conditioned upon the Company's receipt of a release, in form satisfactory to the Company, of all claims that Employee may have against the Company, its directors, officers, employees and/or agents and the Employee's satisfaction of the requirements of Paragraph 8 below.
Appears in 2 contracts
Samples: Employment Agreement (Navidec Financial Services, Inc.), Employment Agreement (Navidec Financial Services, Inc.)
Termination by the Company Without Cause. The Company may terminate Executive’s Employee's employment at any time without Cause, effective upon delivery to Executive Employee's receipt of written notice of such termination. In the event that Executive’s Employee's employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject An amount equal to satisfaction 75% (or if such termination occurs within one year following a Change in Control, 150%) of the performance objectives applicable sum of Employee's then current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, an amount equal to or (AB) the actual Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at targetoccurs), multiplied by such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices;
(iv) Upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% (or if such termination occurs within one year following a Change in Control, 50%) of the sum of Employee's then current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, or (B) a fraction, the numerator of actual Annual Bonus for the fiscal year in which is such termination occurs);
(v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) business days of such termination; and;
(vvi) Subject Continuation of the health benefits provided to Executive’s election of COBRA continuation coverage Employee and his covered dependants under the Company’s group Company health plan, on plans as of the first regularly scheduled payroll date of each month during such termination at the Severance Term, payment of an amount equal same cost applicable to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for until the same coverage; provided, that the payments described in this clause earlier of: (vA) shall cease earlier than the expiration of the Severance Term in Term, or (B) the event that Executive becomes eligible to receive date Employee commences employment with any health benefits Person; and
(vii) Vesting, as a result of subsequent employment the date of such termination, of all Awards, other than Awards under the Company's 2004 Stock Option Incentive Plan (as the same may have been amended or service during supplemented) (the Severance Term"2004 Plan"), which shall be governed by the terms of the 2004 Plan and any related grant agreement. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (v) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 8 hereof. Following such termination of Executive’s Employee's employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Renaissancere Holdings LTD), Employment Agreement (Renaissancere Holdings LTD)
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Executive’s employment at any time without Cause, effective immediately upon delivery to Executive Officer of written notice of such termination. In the event that Executive’s employment is terminated termination by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than which shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the date that is two and one-half (2½) months following Company shall pay to Officer, on the last day Termination Date, a lump sum payment of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (Ax) the Annual Bonus otherwise all accrued and unpaid salary and other compensation payable to Executive for Officer by the fiscal year in which such termination occurred, assuming Executive had remained employed Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at targetTermination Date, and (y) the amount referenced in clause Officer would have earned as Base Salary during the remaining scheduled Term of the Amended Agreement (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal computed without regard to the Severance Multiplier times termination of the sum of Base Salary and the Target Annual BonusAmended Agreement pursuant to this Section 8.5), such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of plus an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause two times (vi) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible no previous bonus has been paid or is payable pursuant to receive any health benefits as a result this Amended Agreement, 20% of subsequent employment Officer's Base Salary, or service during (ii) in the Severance Termevent at least one bonus has been paid or is payable to Officer, the greater of (a) the last annual bonus paid or payable to Officer pursuant to this Amended Agreement; and (b) the average annual bonus based on all annual bonuses paid or payable to Officer pursuant to this Amended Agreement. Notwithstanding In addition to the foregoing, and notwithstanding the payments provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the Company which have been granted to Officer and benefits described in clauses (ii) through (v) above which would have vested during the 24 months following the Termination Date shall become immediately terminateexercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such option, and (y) the Company shall have no further obligations continue to Executive with respect theretoprovide to Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, in 4.4.3 and 4.4.4 hereof for the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such remaining scheduled Term of the Amended Agreement (computed without regard to the termination of Executive’s employment by the Company without Cause, except as set forth in Amended Agreement pursuant to this Section 7(e8.5), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Vca Antech Inc), Employment Agreement (Vicar Operating Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time during the Term of Employment without Cause, effective upon delivery to Executive Executive’s receipt of written notice of such terminationtermination or such other date as is specified in such notice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus Two (2) times Executive’s Base Salary, payable in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of substantially equal installments in accordance with the Company, but in no event later than ’s regular payroll practices during the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredSeverance Term;
(iii) Subject to satisfaction Any prior year’s earned but unpaid Annual Bonus (with any requirement for employment on the date of the performance objectives applicable for the fiscal year in which such termination occurs, an payment waived) (a “Prior Year Bonus”);
(iv) An amount equal to the product of (Ax) the Annual Bonus otherwise payable to Executive would have earned for the fiscal year in which such of termination occurred, assuming if Executive had remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the requirement of continued employment) as is used generally to determine the annual bonuses of actively employed through senior executive employees of the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target)Company for such year, multiplied by (By) a fraction, the numerator of which is the number of days elapsed from the commencement of during such fiscal year through to which such Annual Bonus relates and that Executive was employed by the date of such termination Company and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall will be paid at such the same time as annual bonuses for such year are paid to other actively employed senior executives of the CompanyCompany generally, but in no event later than December 31 of the date that is two and one-half (2½) months year following the last day year of termination (the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual “Prorated Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination”); and
(v) Subject to Executive’s election of COBRA continuation coverage To the extent permissible under the Company’s group health plan, on the first regularly scheduled payroll date of each month continuation, during the Severance TermTerm (or if earlier, payment of an amount equal to until the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement and does not cure such breach within thirty (30) days after receipt of written notice thereof from the Company. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Compensation for any time that, but for Executive’s termination by the Company without Cause, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 2 contracts
Samples: Employment Agreement (Custom Truck One Source, Inc.), Employment Agreement (Custom Truck One Source, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated during the Term by the Company without Cause (other than due to death or Disability) and subject to the terms of Section 8(h), Executive Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;as determined by the Compensation Committee; and
(iii) Subject A lump sum cash payment equal to satisfaction twelve (12) months compensation at the sum of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (Employee’s Base Salary and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.; and
(iv) An amount A lump sum cash payment equal to the Severance Multiplier times value of any non-discretionary Annual Cash Bonus that would have been payable based on actual performance, pro-rated for the sum of Base Salary and period the Target Annual Bonus, such amount Employee worked prior to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election For a maximum period of COBRA continuation coverage under the Company’s group health plantwelve (12) months, on the first regularly scheduled payroll date of each month during the Severance Term, a monthly cash payment of an amount equal to the difference between “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) is eligible, elects and continues COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the monthly contribution paid “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration Company as of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result date of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, termination and the Company shall be obligated to provide only such continuation of insurance benefits as it is required and can legally provide under its health insurance contract); and
(vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee that vest solely on the service of Employee. Any equity awards that vest based on various performance metrics will be vested only if such performance metrics have no further obligations been met at the time of termination of service. Any amounts payable to Executive with respect theretoEmployee under clause (i), (ii), (iii) or (iv) of this Section 8(d) shall be paid in lump sum on the event that Executive materially breaches any provision set forth in sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 9 hereof8(h) of this Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Us Energy Corp), Employment Agreement (Us Energy Corp)
Termination by the Company Without Cause. Termination by the Executive ---------------------------------------------------------------------- for Good Reason. ---------------
(a) The Company may terminate the Executive’s 's employment at any time without Causefor any reason or no reason, effective upon delivery subject to Executive the approval of written notice of such terminationthe Board. In the event that Executive’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Executive shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (iiw) Any Annual Salary and other benefits earned under this Agreement but unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives termination of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified TerminationExecutive's employment, (x) any applicable performance objectives shall be deemed satisfied at targeta pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, and (y) the amount referenced payment in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal respect of accrued but unused vacation time prior to the Severance Multiplier times termination of the sum of Base Salary Executive's employment and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5z) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal reimbursement for expenses properly incurred prior to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration termination of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses Executive's employment; (ii) through the Executive shall continue to receive payment of 100% of Annual Salary (vas in effect immediately before such termination) above and shall immediately terminate, and the Company shall have no further obligations to Executive receive reimbursement for his COBRA premiums with respect thereto, in to medical and dental benefits for one year following the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of the Executive’s employment by 's employment; and (iii) the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the vesting schedule set forth in such option agreements. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Siemens Aktiengesellschaft/Adr), Employment Agreement (Efficient Networks Inc)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Executive Employee shall be entitled toeligible for:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;The Severance Benefits; and
(iii) Subject to satisfaction Acceleration of the performance objectives applicable for vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the fiscal year Date of Termination; provided that such termination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), in which such termination occurs, an amount equal to case Employee shall have ninety (A90) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement Date of such fiscal year through Termination to exercise the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvested equity awards. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section l(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning her professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 2 contracts
Samples: Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The the Accrued Obligations;; and
(ii) Any any unpaid Annual Bonus STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time annual bonuses STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal except as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Severance Multiplier times the sum Employee irrespective of type of award; and
(v) continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination but commencing on the first payroll date following the date that is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five sixty (560) days of following the termination date, which first payment shall include payments relating to such terminationinitial sixty (60) day period; and
(vvi) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plancontinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the health benefits provided to Employee and his covered dependants under the difference between the monthly COBRA premium cost Company’s health plans, it being understood and the monthly contribution paid by active employees for the same coverage; provided, agreed that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of subsequent employment the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or service has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the Severance Term“Tax Gross-Up”). Notwithstanding In no event shall the foregoingTax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the payments and benefits described extent it results in clauses (ii) through (v) above shall immediately terminate, and adverse tax consequences to the Company shall have no further obligations to Executive with respect thereto, in under Section 4980D of the event that Executive materially breaches any provision set forth in Section 9 hereofCode. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Triangle Petroleum Corp), Employment Agreement (Triangle Petroleum Corp)
Termination by the Company Without Cause. The Company may shall have the right to terminate Executive’s 's employment at any time hereunder "without Cause, effective upon delivery to cause" by giving Executive of written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount the Company shall be paid at such time annual bonuses are paid to other senior executives (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the Company, but in no event later than termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date that following the date of termination and ending on the date which is two and one-half six (2½6) months following the last day effective date of the fiscal year in which such termination occurred;
termination; (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, pay Executive an amount equal to (A) a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions Annual Bonus would otherwise have been satisfied at target)payable had Executive's employment not terminated, multiplied by (B) a fraction, the numerator of which is with such pro-ration to be determined based on the number of days elapsed from months (and any fraction thereof) Executive is employed during the commencement Fiscal Year in which termination occurs, relative to 12 months; and (iv) to the extent then unvested, cause to become vested a pro-rata portion of such fiscal year through the awards granted to the Executive, equal to the quotient of the number of full months that have transpired between the Effective Date and the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366)termination, as applicable)divided by 36, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Terminationthat without limiting any other remedy available hereunder, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments all obligations described in this clause (v) Section 8.1 shall cease earlier than the expiration of the Severance Term in the event immediately terminate upon a judge's determination that Executive becomes eligible to receive any health benefits as a result has breached the provisions of subsequent employment Section 6 or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 7 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Igi Laboratories, Inc), Employment Agreement (Igi Laboratories, Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Continued participation in the Company’s group benefit plans in which Executive participated immediately prior to termination, where required to do so under the ESA, and for only such minimum time as required under the ESA;
(iii) Continued participation in the Company’s health and dental plans for the combined period during which Executive is in receipt of the ESA Payment and the Severance Payment, subject to the plan administrator’s approval;
(iv) Only such minimum working notice of termination or pay in lieu thereof and, upon conclusion of the notice of termination or pay in lieu period, only such minimum severance pay as may be required by the ESA (the “ESA Payment”);
(v) An additional payment (the “Severance Payment”) which, when combined with the ESA Payment, shall be the equivalent of 12 months of Executive’s Base Salary. In no case shall the combined amount of the ESA Payment and the Severance Payment exceed 12 months of Executive’s Base Salary;
(vi) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to on or before the date of such terminationTermination Date, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iiivii) Subject to satisfaction of the performance objectives applicable The target Annual Bonus Executive would have received for the fiscal calendar year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to occurs had Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through by the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target)Company Group during the entire year, multiplied by (B) a fraction, the numerator of which is prorated to reflect the number of days elapsed from Executive was employed during the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable)calendar year, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(ivviii) An amount equal to The target Annual Bonus for the year of termination, payable during the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable Term in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(vix) Subject Continued vesting during the Severance Term of any time-based Awards granted under the Equity Plan that are outstanding and unvested as of the Termination Date. It is understood and agreed that any severance pay to Executive’s election which Executive may be entitled as part of COBRA continuation coverage under the ESA Payment may be paid in installments (i.e. through salary continuation) pursuant to section 66(1) of the ESA. The Severance Payment may likewise be paid out as a lump sum or in installments at the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termsole discretion. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through iii), (v), (vi), (vii), (viii) and (ix) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofof the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(eSection 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the payments and benefits set forth in this Section 8(d).
Appears in 2 contracts
Samples: Employment Agreement (Rumble Inc.), Employment Agreement (Rumble Inc.)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company terminates your employment without Cause in accordance with the provisions of Section 3(a)(iv) hereof, and conditioned on your compliance with this Agreement during the Notice Period (but not for any other than due to death or Disabilityreason, including without limitation under Sections 3(a)(i), Executive shall (ii), (iii), or (v)), then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the condition precedent in Section 4(h) below, the following will be entitled toprovided to you following the termination of the Notice Period:
(i) The Accrued ObligationsYou will be paid a lump sum amount equal to one year’s Base Salary at the rate in effect immediately prior to said termination, to be paid no later than sixty (60) days following your termination;
(ii) Any unpaid With respect to the Annual Bonus in respect of any completed fiscal for the calendar year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal calendar year in which such your termination occurredoccurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Bonus;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall You will be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees Annual Bonus that you would have been entitled to receive for the same coverage; providedcalendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination;
(iv) You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to receive for the payments described calendar year in this clause which your termination occurs, based on the number of days you were employed by the Parent Group during such year and calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination;
(v) shall The Company will pay COBRA premiums to continue your coverage pursuant to COBRA and the applicable insurance policies up and until the earlier of (i) twelve (12) months from the date of termination, or (ii) the date upon which you cease earlier than to be eligible for COBRA continuation coverage under applicable law and the expiration terms of the Severance Term applicable policies. You agree to notify the Company in the event that Executive becomes eligible to receive you obtain coverage with another employer group health plan that does not contain any health benefits as a result of subsequent employment exclusions or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive limitations with respect theretoto any pre-existing condition, in or if you become entitled to Medicare benefits; and
(vi) In the event that Executive materially breaches any provision the Company terminates your employment without Cause in accordance with the provisions of Section 3(a)(iv), then for so long as you shall remain in full compliance with the obligations set forth in Section Sections 7, 8, 9 hereof. Following and 10 below, and conditioned on such termination continued compliance, all Restricted Shares previously granted to you which have not vested as of Executive’s employment by the Company without Causedate of your termination, except as if any, shall continue to vest on the applicable dates set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementthe applicable award agreements granting such Restricted Shares.
Appears in 2 contracts
Samples: Employment Agreement (Axis Capital Holdings LTD), Employment Agreement (Axis Capital Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s Employee's employment is terminated prior to the expiration of the Term by the Company without Cause (other than due pursuant to death or Disability)Section 4(d) hereof, Executive the Company shall be entitled topay the following amounts to Employee as soon as practicable following the date of termination:
(i) The Accrued Obligationsany accrued but unpaid Base Salary (as determined pursuant to Section 3 hereof) for services rendered to the date of termination;
(ii) Any any accrued but unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredbonus;
(iii) Subject any accrued but unpaid expenses required to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal be reimbursed pursuant to (ASection 3(d) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.hereof;
(iv) An amount equal any vacation accrued to the Severance Multiplier times the sum date of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between greater of (x) the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration amount of the Severance Base Salary that would have been payable by the Company to Employee from the date of termination through the end of the Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding and (y) $500,000; provided that, notwithstanding the foregoing, if the payments and benefits described in clauses (iiCompany determines that Employee is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) through (v) above shall immediately terminateof the Internal Revenue Code of 1986, as amended, and accompanying administrative guidance, (A) the Company payment pursuant to this Section 5(b)(v) shall not be made for a six-month period following the date of termination and (B) such sum shall be paid in a lump sum payment as soon as practicable after the date that is six months after the termination of employment; provided further that Employee shall have no further obligations to Executive with respect theretothe option, in his sole discretion, to receive 50,000 shares of the event that Executive materially breaches common stock, par value $0.01 per share, of MM Companies, Inc. in lieu of the payment pursuant to this Section 5(b)(v); provided further that, if, at the time of such termination or any provision set forth time thereafter, Employee is found to be in material breach of any covenant contained in Section 9 6 hereof. Following , the amount of the damages and costs resulting from such termination breach shall be deducted from the amount of Executive’s employment by the Company without Cause, except as set forth in payment Employee would otherwise be entitled to receive under this Section 7(e5(b)(v), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (George Foreman Enterprises Inc), Employment Agreement (George Foreman Enterprises Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without CauseDuring the Term, effective upon delivery to Executive of written notice of such termination. In if the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 3(d), then (x) the Company shall pay the Executive shall be entitled tohis Accrued Benefit and (y) subject to the Executive signing a separation agreement and release of claims substantially in the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount Company shall be paid at such time annual bonuses are paid to other senior executives of pay the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, Executive an amount equal to (Ax) twelve (12) months of the Annual Bonus otherwise payable Executive’s Base Salary plus (y) an amount equal to Executive the Executive’s target incentive compensation for the fiscal quarter (in the case of incentive compensation paid on a quarterly basis) or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the number of days of employment during such termination occurredquarter or year, assuming as applicable, relative to the number of calendar days in such quarter or year, as applicable); and
(ii) except to the extent any Existing Equity Award or any stock option or other stock-based award that was granted or purchased on or after the Effective Date contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and other stock-based awards held by the Executive will be accelerated as if the Executive had completed an additional twelve (12) months of service with the Company; and
(iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for twelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed through by the applicable payment date (Company. To the extent the Executive and assuming any applicable subjective performance conditions have been satisfied at target)the Company mutually agree to enter into a non- competition agreement, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from months set forth in Sections 4(b)(i), (ii) and (iii) will be increased by the commencement number of months equal to the length of such fiscal year through the date of such termination and the denominator of which is three hundred sixtynon-five (365competition period. The amounts payable under this Section 4(b) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid out in substantially equal payments over the Severance Term, and payable installments in accordance with the Company’s regular payroll practicespractice over twelve (12) months (or such longer period set forth in the immediately preceding sentence) commencing within 60 days after the Date of Termination; provided, however, that if such termination is the 60-day period begins in one calendar year and ends in a CIC Qualified Terminationsecond calendar year, such amount payments shall instead begin to be payable paid in a single lump sum within five (5) days the second calendar year by the last day of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage60-day period; provided, further, that the payments described in initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this clause (v) shall cease earlier than the expiration Agreement is intended to constitute a separate payment for purposes of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Treasury Regulation Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e1.409A-2(b)(2), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Hortonworks, Inc.), Employment Agreement (Hortonworks, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable Annual Bonus for the fiscal year of termination, pro-rated for the period of service in which the fiscal year of termination, to the extent applicable performance conditions are achieved for such termination occursfiscal year, an such amount equal to (A) be paid in a lump sum at the same time the Annual Bonus would otherwise payable to Executive for the fiscal year in which have been paid had such termination not occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iv) An amount equal to the Severance Multiplier times the sum Continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days separate payment for purposes of such terminationSection 409A of the Code; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the medical benefits provided to Employee and his covered dependants under the difference between Company’s health plans in effect as of the monthly COBRA premium date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the monthly contribution paid by active employees for foregoing, the same coverage; provided, that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health such or similar benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that to the extent that the applicable Company health plan is self-insured and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii) through ), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 4 hereof. Following Fallowing such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e3(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Non Interference and Severance Agreement, Non Interference and Severance Agreement (United Maritime Group, LLC)
Termination by the Company Without Cause. The Company may shall have the right to terminate Executive’s employment at any time hereunder “without Cause, effective upon delivery to cause” by giving Executive of written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount the Company shall be paid at such time annual bonuses are paid to other senior executives (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the Company, but in no event later than termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date that following the date of termination and ending on the date which is two and one-half six (2½6) months following the last day effective date of the fiscal year in which such termination occurred;
termination; (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, pay Executive an amount equal to (A) a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions Annual Bonus would otherwise have been satisfied at target)payable had Executive’s employment not terminated, multiplied by (B) a fraction, the numerator of which is with such pro-rata portion to be determined based on the number of days elapsed from months (and any fraction thereof) Executive is employed during the commencement Fiscal Year in which termination occurs, relative to 12 months; and (iv) to the extent then unvested, cause to become vested a pro-rata portion of such fiscal year through the awards granted to the Executive, equal to the quotient of the number of full months that have transpired between the Effective Date and date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366)termination, as applicable)divided by 36, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Terminationthat without limiting any other remedy available hereunder, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments all obligations described in this clause (v) Section 8.1 shall cease earlier than the expiration of the Severance Term in the event immediately terminate upon a judge’s determination that Executive becomes eligible to receive any health benefits as a result has breached the provisions of subsequent employment Section 6 or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 7 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Teligent, Inc.), Employment Agreement (Teligent, Inc.)
Termination by the Company Without Cause. The by Executive For Good Reason, or on account of a Non-Renewal Notice by the Company. If (i) the Company may terminate terminates Executive’s 's employment at any time during the Term without CauseCause at a time that Executive is otherwise willing and able to continue employment hereunder, effective upon delivery (ii) Executive terminates Executive's employment during the Term for Good Reason, or (iii) Executive's employment terminates at the expiration of the Term pursuant to Executive of written notice a Non-Renewal Notice by the Company, and, in each such case, no event constituting Cause has occurred as of such termination. In the event that Executive’s employment is terminated by the Company without Cause time, then, subject to Section 9(d):
(other than due to death or Disability), i) Executive shall be entitled to:
, within thirty (i30) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of days following such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives or as otherwise provided by law, the terms of the Companyapplicable Benefit Plan or herein, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (of Executive's accrued and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year unpaid Base Salary accrued through the date of such termination of Executive's employment, (B) payment of any accrued and unpaid Annual Bonus for the denominator calendar year ending immediately prior to calendar year of which is three hundred sixty-five (365) (or three hundred sixty-six (366)termination of Executive's employment, as applicable), which amount shall be paid payable at such time annual bonuses are paid to other senior executives of the Companyas set forth in Section 5, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Terminationabove, (xC) reimbursement of expenses under Section 7, (D) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal accrued but unused paid time off to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonusextent required by any Company policy, such amount (E) all other accrued amounts or accrued benefits due to be paid in substantially equal payments over the Severance Term, and payable Executive in accordance with the Company’s regular payroll practices; provided's Benefit Plans (other than any severance plan or program), howeverand (F) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, if such termination is a CIC Qualified Terminationas amended (collectively, such amount shall instead be payable in a single lump sum within five (5) days of such terminationthe "Accrued Obligations"); and
(vii) Subject provided Executive (or Executive's family or legal representatives) timely elects to continue coverage for Executive and Executive’s election of COBRA continuation coverage 's eligible dependents under the Company’s 's group health planplans under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") and Section 601 et. Seq. of the Employee Retirement Income Security Act of 1974, as amended (collectively, "COBRA"), the Company shall pay to Executive on the first regularly scheduled payroll date of each calendar month during following Executive's termination of employment an amount that is equal to the full premium amount on an after-tax basis for coverage under the Company's group health plans at the coverage levels in effect for Executive and any dependents immediately prior to the Executive's termination of employment for the Severance TermPeriod or such shorter period as Executive remains eligible to continue such coverage pursuant to COBRA. Amounts paid by the Company on behalf of Executive pursuant to this Section 9(a)(ii), payment to the extent not otherwise taxable, shall be imputed to Executive as additional taxable income to the minimum extent as may be required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code") or the Patient Protection and Affordable Care Act of 2010, as amended; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the parties agree, consistent with the requirements for compliance with or exemption from Section 409A (as defined below), to restructure such payments in a manner that avoids such adverse consequences; and
(iii) solely if and to the extent that (A) the date of termination of Executive's employment occurs on or following the first day of October during such calendar year and (B) similar annual bonus awards are made to similarly situated employees of the Company as Executive with respect to such calendar year, then Executive shall be entitled to receive a bonus for the calendar year in which the date of termination occurs in an amount equal to the difference between Annual Bonus for such year as determined by the monthly COBRA premium cost Board in good faith in accordance with the criteria established under and at such time as set forth in Section 5 and taking into account the monthly contribution paid by active employees annual bonus award so made to such similarly situated employees, which amount shall be prorated through and including the date of termination; and
(iv) Executive shall be entitled to receive an amount equal to one (1) times Executive's Base Salary as in effect immediately prior to the date of termination of Executive's employment (excluding any reduction in Base Salary that constituted Good Reason leading to such termination), payable in substantially equal installments for a period of twelve (12) months following the same coveragedate of termination of Executive's employment (the "Severance Period"), payable in accordance with the Company's regular payroll practices as in effect from time to time; provided, that the payments described in first payment pursuant to this clause (vSection 9(a)(iv) shall cease earlier than be made on the expiration next regularly scheduled payroll date following the sixtieth (60th) day after the date of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s 's employment by the Company without Cause, except as set forth in this Section 7(e), Executive and shall have no further rights to include payment of any compensation or any other benefits under this Agreementamounts that would otherwise be due prior thereto.
Appears in 2 contracts
Samples: Employment Agreement (Alpine Summit Energy Partners, Inc.), Employment Agreement (Alpine Summit Energy Partners, Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of A pro rata Annual Bonus (determined using the performance objectives applicable for target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, or if such termination occursfiscal year is a period shorter than twelve (12) months, an amount equal to during the first full twelve (A12) month fiscal year following the Closing Date, and thereafter, using the Annual Bonus otherwise paid or payable to Executive for the immediately prior fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (Byear) a fraction, the numerator of which is based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-termination, such amount to be paid within five (3655) (or three hundred sixty-six (366), as applicable), which amount shall be paid at business days of such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.termination;
(iv) An amount equal to the Severance Multiplier times multiplied by the sum of his then current Base Salary and the Target Annual BonusSalary, such amount to be paid payable over the Severance Term in substantially equal payments over installments, on each regular payroll date of the Company during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, that in the event that the payments under this subsection (iii) are considered “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, if the Severance Term would otherwise expire after the date that is one day prior to two and one-half (2 1/2) months following the later of the last day of the Company’s fiscal year in which such termination is occurs or the last day of Employee’s tax year in which such termination occurs (the applicable date being, the “409A Outside Date”), Employee shall receive a CIC Qualified Termination, such lump-sum amount shall instead be on the 409A Outside Date equal to any portion of the Severance Amount not previously paid to Employee prior to the 409A Outside Date in full satisfaction any remaining portion of the amounts payable under this subsection (iii) not previously paid to Employee prior to the 409A Outside Date in a single lump sum within five full satisfaction any remaining portion of the amounts payable under this subsection (5) days of such termination; andiii);
(v) Subject Continuation of the health benefits provided to Executive’s election of COBRA continuation coverage Employee and his covered dependants under the Company’s group Company health plan, on plans as of the first regularly scheduled payroll date of each month during such termination at the Severance Term, payment of an amount equal same cost applicable to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for until the same coverage; provided, that the payments described in this clause earlier of: (vA) shall cease earlier than the expiration of the Severance Term in Term, or (B) the event date Employee commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that Executive becomes eligible to receive any health benefits as a result condition of subsequent employment or service during continuation of such benefits, the Severance TermCompany may require employee to elect to continue his health insurance pursuant to COBRA; and
(vi) If such termination occurs within the one (1) year period following a Change in Control, vesting of all shares of Time Vested Restricted Stock as of the date of such termination. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (CCS Medical Holdings, Inc.), Employment Agreement (CCS Medical Holdings, Inc.)
Termination by the Company Without Cause. The Company may may, at any time and without prior written notice, terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that the Company terminates Executive’s employment is terminated by without Cause, Executive shall receive the Company without Cause (other than due to death or Disability)Accrued Benefits. In addition, Executive shall be entitled toeligible to receive from the Company the severance protection benefits (collectively, the “Protection Benefits”) as follows:
(i) The Accrued Obligations;Severance protection pay in an amount equal to twelve (12) months of Executive’s Base Salary, less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the Compensation Protection Period. sf-3879486
(ii) Any unpaid Annual Bonus in respect of any completed fiscal annual bonus for the year that has ended prior to the date year of such termination, which amount shall termination of employment to be paid at the same time and in the same form as the annual bonus otherwise would have been paid to such time Executive had he or she remained employed by the Company through the date on which annual bonuses for such year are otherwise paid to other senior executives of the Company, but officers (such amount to be paid in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates) with the amount of such bonus payment to be based on the terms and conditions of the annual bonus program (including any determination by the Company in accordance with such annual bonus program as to whether or not any performance objectives have been achieved) but without requiring that Executive shall continue to be employed on the date of payment of such annual bonuses and any performance component of such bonus metrics that is two and one-half (2½) months following based solely on the last day individual performance of the fiscal year in which Executive shall be set at the midpoint of the performance range for such termination occurred;Executive.
(iii) Subject In circumstances where annual bonuses have already been paid to satisfaction officers for the year prior to the year of termination of Executive’s employment (or no such bonuses were earned and paid for such prior year) and therefore Executive is not entitled to any further annual bonus payment in respect of Section 1(c)(ii) above, then Executive shall be entitled to receive a pro-rata amount of the annual bonus for the year in which Executive’s employment terminated based upon the amount of such annual bonus payment that the Executive would have been eligible to receive had he or she remained employed by the Company for the remainder of the year in which the Executive’s termination occurs and through the date on which such annual bonus payment would have been paid to Executive (a) with the amount of such bonus payment to be based on the terms and conditions of the annual bonus program (including any determination by the Company in accordance with such annual bonus program as to whether or not any performance objectives have been achieved) but without requiring that Executive shall continue to be employed on the date of payment of such annual bonuses and any performance component of such bonus metrics that is based solely on the individual performance of the Executive shall be set at the midpoint of the performance objectives range for such Executive, (b) with such pro-rata amount to be determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive performance goals had remained employed employment continued through the applicable payment date (and assuming any applicable subjective end of the performance conditions have been satisfied at target), multiplied year by (B) a fraction, the numerator of which is the number of days elapsed from during the commencement performance year of such fiscal year through termination that the date of such termination Executive is employed by the Company and the denominator of which is three hundred sixty365, and (c) with such pro-five (365) (or three hundred sixty-six (366), as applicable), which rata amount shall to be paid at such the same time and in the same form as the annual bonuses are bonus otherwise would be paid to other senior executives of the Company, (but in no event later than 75 days after the date that is two and one-half (2½) months following the last day end of the Company’s fiscal year in to which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonusbonus relates).
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s timely election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance TermCOBRA, payment of an amount equal a portion of Executive’s COBRA premiums for twelve (12) months following the Date of Termination (the “Compensation Protection Period”) or, if earlier, until such time as Executive becomes eligible for similar coverage through another employer, which benefits shall be paid for by the Company to the difference between same extent that the monthly COBRA premium cost and the monthly contribution Company paid by active employees for health insurance for Executive prior to termination. Executive will thereafter be responsible for the same coverage; providedpayment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company may be subject to a tax or penalty pursuant to Code Section 4980D as a result of providing some or all of the payments described in this clause Section 1(c)(iv), the Company may reduce or eliminate its obligations under this Section 1(c)(iv) to the extent it deems necessary, with no offset or other consideration required.
(v) Executive’s entitlement to the Protection Benefits is conditioned on (x) Executive’s timely executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A (the “Release”), and on such release becoming effective, (y) Executive not engaging in Conflicting Activities while receiving Protection Benefits from the Company, and (z) Executive’s compliance with the Proprietary Information Agreements. To be timely, the Release must become effective and irrevocable no later than sixty (60) days following the Date of Termination (the sf-3879486 “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to the Protection Benefits described in this Section 1(c). In no event will any Protection Benefits be paid under this Section 1(c) until the Release becomes effective and irrevocable. Subject to Section 3(b)(ii) below and this Section 1(c)(v), the Protection Benefits will commence or be provided once the Release becomes effective and irrevocable.
(vi) Executive acknowledges and agrees that the Protection Benefits shall cease earlier than the expiration be in lieu of any other severance payments, severance benefits and severance protections to which Executive may be entitled under any offer letter, employment agreement, severance or termination policy, plan, program, practice or arrangement of the Severance Term Company and its affiliates. Executive further acknowledges that the Protection Benefits are being provided to assist in Executive’s transition to other employment. Accordingly, to the event extent that Executive becomes begins to engage in Conflicting Activities during the Compensation Protection Period, Executive shall be entitled to retain any protection payments received prior to the date Executive commences the Conflicting Activity but will cease to be eligible to receive any health further protection payments or other severance benefits as a result under the terms of subsequent employment this Agreement or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminateotherwise, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further claims, rights or entitlements to any compensation protection payments or benefits in any other respect. Executive agrees that the Company shall have a right of offset against all protection payments for amounts owed to the Company by Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 1(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to Executive under this AgreementAgreement or otherwise shall cease as of the Date of Termination.
Appears in 2 contracts
Samples: Compensation Protection Agreement, Compensation Protection Agreement (Rh)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Bonus STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and
(iii) The target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time annual bonuses STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal Immediate vesting of any and all Common Shares previously awarded to the Severance Multiplier times the sum Employee irrespective of type of award; and
(v) Continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(vvi) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the health benefits provided to Employee and his covered dependants under the difference between the monthly COBRA premium cost Company’s health plans, it being understood and the monthly contribution paid by active employees for the same coverage; provided, agreed that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (i) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this 0, Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of subsequent employment the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or service has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofsuch calendar month. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e)0, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Triangle Petroleum Corp), Employment Agreement (Triangle Petroleum Corp)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s Employee's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Executive shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (A) the period ending on the last day of the Initial Term; or (B) the end of the 12-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid.
(iv) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year that has ended time during the twelve-month period prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives until the earlier of the Company, but in no event later than the date that is two and one-half : (2½A) months following the last day of the fiscal year period during which Employee receives payment in which such termination occurred;
accordance with clause (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by above; (B) a fractionEmployee's death (provided that benefits payable to Employee's beneficiaries shall not terminate upon Employee's death); or (C) with respect to any particular plan, program or arrangement, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is Employee becomes covered by a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonuscomparable benefit provided by a subsequent employer.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election As of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance TermEmployee's termination, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described Employee shall be fully vested in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termall stock option awards. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company Employee shall have no further obligations one (1) year from the date of termination to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following exercise all such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementoptions.
Appears in 2 contracts
Samples: Employment Agreement (Usa Waste Services Inc), Employment Agreement (Usa Waste Services Inc)
Termination by the Company Without Cause. The If the Company may terminate Executiveterminates the Employee’s employment at any time without Cause, effective upon delivery the Employee shall be entitled to Executive of written notice receive, as Employee’s exclusive right and remedy in respect of such termination. In , the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled topayment of:
(i) The all Accrued Obligations;; plus
(ii) Any unpaid Annual Bonus at the time the Company pays its employees bonuses in respect of any completed fiscal year that has ended prior to accordance with its general payroll policies, the date of such terminationPro Rata Bonus, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;if any; plus
(iii) Subject severance pay equal to satisfaction twelve (12) months of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), Employee’s base salary as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day Date of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and Termination payable in accordance with the Company’s regular payroll practicespay schedule; provided, howeverplus
(iv) twelve (12) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such termination is a CIC Qualified Terminationplans on the Date of Termination and timely elects continuation coverage, such amount shall instead be payable in a single lump sum within five (5) days provided that the Employee remits monthly premiums for the full cost of such terminationany health benefits; andplus
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of a cash payment each month during the Severance Term, payment twelve (12) month period following the Date of an amount Termination equal to the difference between the full monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any medical and health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses clause (ii) through (viv) above shall immediately terminate, and minus the active employee cost of such coverage; provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to Executive the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following applicable plans and award agreements will govern vesting, exercise periods and payments due under such termination applicable plans and award agreements; plus
(vii) three (3) months of Executive’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 7(e), Executive shall have (including an aggregate cost) with such assistance being commenced by the Employee no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (Campbell Alliance Group Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time during the Term of Employment without CauseCause (including by electing not to renew a Term of Employment pursuant to Section 2), effective upon delivery to Executive Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus The Severance, payable in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable ratable installments in accordance with the Company’s regular payroll practices; providedpractices over the Severance Term, howevercommencing with the first payroll date coincident with or following the effectiveness of the Release of Claims, if provided that the first such termination is a CIC Qualified Termination, such amount installment shall instead be payable in a single lump sum within five (5) days include any amounts that would have been paid on payroll dates during the Severance Term prior to the effectiveness of such terminationthe Release of Claims; and
(viii) Subject subject to (A) Executive’s timely election of COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) Executive’s continued compliance with the obligations in Section 8(h) hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan, on ) which covers Executive (and Executive’s eligible dependents) for the first regularly scheduled payroll date duration of each month during the Severance TermTerm at the Company’s expense, payment of an amount equal to the difference between the monthly provided that Executive is eligible and remains eligible for COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, further, that the payments described in Company may modify the continuation coverage contemplated by this clause (vSection 8(d)(iii) shall cease earlier than to the expiration extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Severance Term Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that Executive becomes eligible to receive any obtains other employment that offers group health benefits as a result benefits, such continuation of subsequent employment or service during coverage by the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (iiCompany under this Section 8(d)(iii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofcease. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, unless otherwise mutually agreed to by the parties at the time of Executive’s termination, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 2 contracts
Samples: Employment Agreement (Vine Energy Inc.), Employment Agreement (Vine Energy Inc.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive of Cause on five (5) business days’ advance written notice of such terminationnotice. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The the Accrued Obligations;; and
(ii) Any any unpaid Annual Bonus in respect of any completed fiscal year STI Award that has ended prior to had become payable on or before the date of such employment termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) the target STI Award, pro-rated for the period Employee worked prior to such termination (reduced by the Bonus Prepayment), which amount, if any, shall be paid at such time annual bonuses STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2½ months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal to the Severance Multiplier times the sum irrespective of any provision that may exist in any award agreement, immediate vesting of any and all Common Share Awards; and
(v) continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, but commencing on the first regularly scheduled payroll date of each month following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period;
(vi) continuation, during the Severance Term, payment of an amount equal the health benefits provided to Employee and his covered dependents under the difference between the monthly COBRA premium cost Company’s health plans, it being understood and the monthly contribution paid by active employees for the same coverage; provided, agreed that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the payments and benefits described in clauses (ii) Company generally through (v) above shall immediately terminatea self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided except as required by applicable law, to the extent it results in adverse tax consequences to the Company shall have no further obligations to Executive with respect thereto, in under Section 4980D of the event that Executive materially breaches any provision Code; and
(vii) continuation during the Severance Term of the life insurance benefits set forth in Section 9 hereof5(b)(i) at no cost to the Employee. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e)8(d) or as may be provided for pursuant to the Stock Option and RockPile/Caliber Program, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Executive’s employment with the Company may be terminated at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause. If the Company terminates Executive’s employment without Cause (other than due including upon notice of the Company pursuant to death or DisabilitySection 3 of its desire to terminate this Agreement), the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement):
(a) The continuation of his Base Salary, as severance, for a period commencing on the date of termination and ending one year from the date of termination (the “Severance Period”);
(b) Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus eligible to continue to participate during the Severance Period on the same terms and conditions that would have applied had he remained in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives employ of the CompanyCompany during the Severance Period, but in no event later than the date that is two all health, medical, dental, life and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable disability plans provided to Executive for at the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date time of such termination and which are provided by the denominator Company to its employees generally following the date of which is three hundred sixty-five termination (365) (or three hundred sixty-six (366“Welfare Plans”), as applicable)provided that the Company may require Executive to elect COBRA and, which amount in such case, the Company shall be paid at such time annual bonuses are paid to other senior executives pay that portion of the CompanyCOBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA; and
(c) The Option shall remain outstanding and continue to vest, but in no event later than the date that is two and one-half (2½) months following the last day shall otherwise be treated for purposes of the fiscal year terms and conditions thereof, as if Executive remained in which such termination occurredthe employ of the Company through the next vesting date applicable to the Option; provided, however, if that the continuation of such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, salary and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary benefits and the Target Annual Bonuscontinued vesting and exercisability of the Option shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 5.1 of this Agreement (including any material breach of the covenants contained in Section 6 below), provided further, however, that Executive’s eligibility to participate in the Welfare Plans shall cease at such amount time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to be paid in substantially equal payments over the Severance Termthose which Executive would have received under such plan had he been eligible to participate therein, and payable in accordance with provided that the Company’s regular payroll practices; provided, however, cost or expense therefor shall in no event exceed what the Company would have been required to incur if such termination is a CIC Qualified Termination, such amount shall instead be payable Executive participated in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times multiplied by the sum of his then current Base Salary and Annual Bonus (determined using the Target target Annual BonusBonus if such termination occurs during the fiscal year in which the Commencement Date falls, such amount to be and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), payable in substantially equal payments monthly installments over the Severance Term, period commencing on the date of termination and payable in accordance with ending on the date that is one day prior to two and one-half months following the end of the Company’s regular payroll practices; providedfiscal year in which such termination occurs (the “Severance Term”);
(iv) Continuation of participation under the Company’s health and other insurance plans for a period of years equal to the Severance Multiplier, however, or if such termination continued participation in is a CIC Qualified Terminationnot permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such amount shall instead be payable coverage, in a single lump sum within five (5) days of manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such terminationalternative arrangements not been used by the Company; and
(v) Subject to Executive’s election Vesting, as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term, payment of an amount equal two (2) year period immediately following such termination (without regard to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvesting events). Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Executive’s Employee's employment at any time without Cause, effective upon delivery to Executive Employee's receipt of written notice of such termination. In the event that Executive’s Employee's employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject An amount equal to satisfaction 131.25% (or, if such termination occurs within one year following a Change in Control, 150%) of the performance objectives applicable sum of Employee's then current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, an amount equal to or (AB) the actual Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at targetoccurs), multiplied by such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices;
(iv) Upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 43.75% (or, if such termination occurs within one year following a Change in Control, 50%) of the sum of Employee's then current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, or (B) a fraction, the numerator of actual Annual Bonus for the fiscal year in which is such termination occurs);
(v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) business days of such termination; and;
(vvi) Subject Continuation of the health benefits provided to Executive’s election of COBRA continuation coverage Employee and his covered dependants under the Company’s group Company health plan, on plans as of the first regularly scheduled payroll date of each month during such termination at the Severance Term, payment of an amount equal same cost applicable to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for until the same coverage; provided, that the payments described in this clause earlier of: (vA) shall cease earlier than the expiration of the Severance Term in Term, or (B) the event that Executive becomes eligible to receive date Employee commences employment with any health benefits Person; and
(vii) Vesting, as a result of subsequent employment the date of such termination, of all Awards, other than Awards under the Company's 2004 Stock Option Incentive Plan (as the same may have been amended or service during supplemented) (the Severance Term"2004 Plan"), which shall be governed by the terms of the 2004 Plan and any related grant agreement. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 8 hereof. Following such termination of Executive’s Employee's employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company This Agreement may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is be terminated by the Company without Cause upon ninety (other than due 90) days' written notice thereof given to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect Employee. Upon the delivery of any completed fiscal year that has ended prior to the date notice of such termination, which amount the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, provided that the effective date of termination shall be paid at such time annual bonuses are paid to other senior executives of the Companya mutually-agreed date, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease not earlier than the expiration 90th day following the Company's delivery of the Severance Term in such notice. In the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e)(i) the Company shall, Executive shall have no further rights at the election of Employee, either (A) continue to pay Employee her then effective salary hereunder for twelve (12) months, following the effective date of termination of employment, including 50% of any compensation or any bonus paid to Employee with respect to the calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under this Agreementthe terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) pay Employee, (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for twelve (12) months, including 50% of any bonus paid or payable to Employee with respect to the calendar year immediately preceding termination, and (2) the remaining fifty percent (50%) of the amount specified in the immediately preceding subsection (1) in three (3) equal monthly installments, with such installment payments beginning the month after the month in which payment of the lump sum occurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid during the fiscal year following the year to which such Annual Bonus relates, at such the same time as annual bonuses are paid generally payable to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject A cash severance benefit equal to satisfaction the sum of (I) the performance objectives applicable total amount that Executive would receive as Base Salary, based on the then-current Base Salary (disregarding any reduction in Base Salary that gave rise to Good Reason hereunder) through December 31, 2014, (II) an amount equal to the Target Bonus for the fiscal year in which such termination occursExecutive’s employment terminates, and (III) an amount equal to the product of (Ax) the Annual Target Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through Executive’s employment terminates and (y) the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed remaining full fiscal years remaining from the commencement of such fiscal year through the date of such termination through December 31, 2014, payable in substantially equal installments on the Company’s regular payroll dates commencing on or immediately after the sixtieth (60th) day following Executive’s termination of employment until December 31, 2014;
(iv) Continued access for Executive and his spouse and dependents to the denominator of which is three hundred sixty-five Company’s group health plan until the two (3652) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives year anniversary of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such Executive’s termination occurredof employment; provided, however, that if such termination is Executive becomes eligible to receive health care benefits under another employer-provided plan (including through a CIC Qualified Terminationspouse’s employer), (x) any applicable performance objectives the health care benefits provided hereunder shall be deemed satisfied at target, and (y) secondary to those provided under such other plan during the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum applicable period of Base Salary and the Target Annual Bonus, eligibility under such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such terminationother plan; and
(v) Subject to Immediate vesting in all then-unvested equity-based awards then held by Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal whether pursuant to the difference between the monthly COBRA premium cost Stock Plan or otherwise, including, without limitation, Tranche A RSUs, Tranche B RSUs, Tranche C RSUs, and the monthly contribution paid by active employees for the same coverageExecutive OSOs; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoingprovided that, the payments and benefits described Executive OSOs shall remain outstanding until the Settlement Date (as that term is defined in clauses (ii) through (v) above shall immediately terminate, and each Award Letter issued pursuant to the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofOSO Master Award Agreement). Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e6(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Executive’s the employment of Executive hereunder without Cause upon at any time without Cause, effective upon delivery to Executive of least 30 days’ written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described . If in this clause (v) shall cease earlier than connection with the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments Company fails to offer to extend the Term upon substantially the same (or better) compensation and benefits described other terms as reflected in clauses (ii) through (v) above shall immediately terminatethis Agreement, and such failure by the Company to offer to extend the Term pursuant to Section 2 hereof shall have no further obligations be deemed to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such be a termination of Executive’s employment by the Company without CauseCause at the date of expiration of the Term and shall be subject to this Section 7(c). At the time Executive’s employment is terminated by the Company, the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination;
(ii) A single severance payment in cash in an aggregate amount equal to the sum of: (i) three times Executive’s Base Salary plus (ii) three times the average of the Annual Incentives (as defined in Section 8(a)) for the prior five (5) calendar years;
(iii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminates, a Partial Year Bonus (as defined in Section 8(g));
(iv) All equity awards held by Executive at termination which vest based on time shall become vested and, except as set forth otherwise provided herein, all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted (subject to Section 11(c) hereof);
(v) Unless otherwise expressly provided for in an applicable award agreement, any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards and any Outperformance Incentive Award, but excluding for purposes of this clause (v) any annual incentive compensation payable pursuant to Section 7(e4(b)) is conditioned shall be deemed to have been met at the greater of (A) target level at the date of termination, or (B) actual performance and Reasonably Anticipated Performance at the date of termination, and such amounts shall become fully vested and non-forfeitable as a result of termination of employment at the date of such termination, subject to the discretion of the Committee to deem a higher level of performance to have been achieved, and, except as otherwise provided herein, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;
(vi) All deferral arrangements under Section 5(c) will be settled in accordance with the plans and programs governing the deferral;
(vii) All other rights under any other compensatory or benefit plan, including any deferral under Section 5(c), shall be governed by such plan; and
(viii) The Company will pay or reimburse Executive for his premiums charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive (and, if applicable, his Eligible Dependents) as in effect immediately prior to the date his employment terminates, to the extent that Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this section shall, subject to Section 5(g) of this Agreement, commence with continuation coverage for the month following the month in which Executive’s “separation from service” (as defined in Section 5(g)(v) of this Agreement) occurs and shall cease with continuation coverage for the thirty-sixth (36th) month following the month in which Executive’s separation from service occurs (or, if earlier, shall cease upon the first to occur of the date Executive becomes eligible for coverage under the health plan of a future employer or the date the Company ceases to offer group medical coverage to its active executive employees). To the extent Executive elects COBRA coverage, Executive shall have no further rights notify the Company in writing of such election prior to any compensation or such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. Payments and benefits under this AgreementSection 7(c) are subject to Section 5(g). In particular, payments under Sections 7(c)(ii) and (iii) likely will be required under Section 5(g) to be made at the date six (6) months and one day after termination of employment.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 21/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in which such termination occurs, an amount equal to (A) a lump sum at the same time the Annual Bonus would otherwise payable have been paid pursuant to Executive for the fiscal year in which Section 4(b) above had such termination not occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 21/2 months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iv) An amount equal to the Severance Multiplier times the sum Continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days separate payment for purposes of such terminationSection 409A of the Code; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the medical benefits provided to Employee and his covered dependants under the difference between Company’s health plans in effect as of the monthly COBRA premium date of such termination, it being understood and agreed that Employee shall be required to pay the cost and the monthly contribution paid by active employees for of such medical benefits at the same coveragerate as other former employees pay for such coverage pursuant to their exercise of rights to continuation coverage consistent with Code Section 4980B (“COBRA Coverage”) or such other rights to continuation of health coverage similar to COBRA Coverage; provided, however, that during the payments described in this clause (v) Severance Term, the Company shall cease earlier than reimburse Employee for such costs of coverage by paying an amount sufficient so that Employee’s net, after-tax costs of such continuation coverage will be the same as Employee’s net, after-tax costs immediately prior to Employee’s termination of employment. Notwithstanding the foregoing, the Company’s obligation to provide such reimbursements shall terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health such or substantially similar benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii) through ), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment may be terminated at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (and other than due to as a result of his death or Disability). If the Company terminates Employee’s employment without Cause and such termination constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition of “termination of employment” thereunder) (a “Termination Without Cause”), Executive then the Company shall provide the following severance benefits to Employee as his sole severance benefits, provided that Employee’s entitlement to such severance benefits shall be entitled toconditioned upon Employee’s execution and delivery to the Company of (i) an effective general release of all known and unknown claims in a form acceptable to the Company by the Release Deadline, and (ii) a prompt resignation from all of Employee’s positions with the Company; provided, further, if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.3:
(ia) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect Continuation of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and oneEmployee’s then-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable current base salary for the fiscal year in which Applicable Period (such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fractionamounts, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366“Severance Payments”), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if that no such payments will be made until the 60th day following the termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at targetdate, and (y) on such date, Employee will be paid, in a lump sum, the amount referenced in clause (A) above shall instead be cash severance he would have been paid had the Target Annual Bonus.
(iv) An amount equal to payments commenced on his termination date, with the Severance Multiplier times balance of the sum of Base Salary and the Target Annual Bonus, such amount to be continued salary paid in substantially equal payments over the Severance Term, and payable in accordance with thereafter on the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such terminationpay dates during the Applicable Period; and
(vb) Subject to Executive’s election of COBRA continuation coverage under the Company’s provided that Employee timely elects continued group health planinsurance coverage through federal COBRA law or applicable state law, on Employee shall be reimbursed by the first regularly scheduled payroll date Company for the costs of each month his COBRA premiums during the Severance Term, payment of an amount equal Period to the difference between extent his COBRA premiums exceed the monthly COBRA premium cost and the monthly contribution costs previously paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment Employee while employed by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.for his group health
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Executivethe Employee’s employment under this Agreement without Cause at any time without Cause, effective upon delivery to Executive of by giving no less than ninety (90) calendar days’ written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such terminationEmployee. However, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits of the Employee’s Separation from Service (as defined in Section 9(a) below) as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such Employee’s termination of Executive’s employment by the Company without Cause, except and subject to the provisions of Section 9 below, the Company agrees that it will provide Employee with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to the Employee the following:
(i) an amount equal to one half (1/2) times the Employee’s then-prevailing Base Salary; plus
(ii) six (6) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as set forth taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus
(iii) if (x) the effective date of termination is on or before the first anniversary of the effective date of employment and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause the portion of such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the twelve (12) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have ninety days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and the Employee.
(iv) if (x) the effective date of termination after the first anniversary of the effective date of employment and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause the portion of such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the twenty-four (24) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have ninety days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and the Employee. The amounts described in clause (i) and (ii) shall be paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be made within sixty (60) days following the date of the Employee’s Separation from Service and the second installment to be made on the six month anniversary the Employee’s Separation from Service (the “Severance Period”). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 7(e)8(a) unless, Executive shall have no further rights on or prior to the fifty-fifth (55th) day following the date of the Employee’s Separation from Service, the Employee has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any compensation or any other benefits under this Agreementapplicable revocation period has expired.
Appears in 1 contract
Termination by the Company Without Cause. The If, during the Term, the Company may terminate Executiveterminates Employee’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to for Cause or the occurrence of Employee’s death or Disability), Executive Employee shall be entitled to:
to continue to receive (i) The Accrued Obligations;
any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)) and any Base Salary payable in accordance with the provisions of Section 3(a), (ii) Any unpaid Annual any Bonus in respect of any completed for the fiscal year that has ended prior to through the date of effectiveness of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyextent earned, but in no event later than the date that is two and onepro-half rated (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied based on a percentage defined by (B) a fraction, the numerator of which is the number of days elapsed from during the commencement of such fiscal year prior and through the date of such termination effectiveness of the termination, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366)), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives payable following the completion and filing of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target’s annual audited financial statements, and (yiii) an amount equal to (I) the amount referenced in clause lesser of (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s Base Salary and that would have been paid from the Target Annual Bonusdate of effectiveness of such termination through the end of the Term or (B) Employee’s Base Salary in effect as of the date of effectiveness of such termination, or (II) if greater, at least six (6) months of Employee’s Base Salary in effect as of the date of effectiveness of such amount to termination (in the case of clause (iii), Employee’s Base Salary will be paid in substantially equal periodic payments over the Severance Term, and payable in accordance with which correspond to the Company’s regular payroll practicesperiods); providedprovided that any payments set out in clauses (i), however(ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. In addition, if such termination is a CIC Qualified Termination, such amount Employee shall instead be payable become fully vested in a single lump sum within five (5) days any portion of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, Restricted Stock Unit Award that has not otherwise become vested on or before the first regularly scheduled payroll date of each month during his termination of employment by the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance TermCompany without Cause. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and benefits described delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in clauses a form provided by the Company (iiwhich General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) through assuming such General Release is not revoked during such seven (v7) above day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall immediately terminate, and not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits Employee under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company may terminate the Executive’s 's employment at any time for whatever reason it deems appropriate or without Causereason; provided, effective upon delivery to Executive of written notice of such termination. In however, that in the event that Executive’s employment such termination is terminated by the Company without Cause not pursuant to Section 6.1 (other than due to death or Death), 6.2 (Disability), Executive 6.3 (Due Cause) or 6.5 (Voluntary Termination), the Company shall be entitled topay to the Executive:
(i) The Accrued Obligations;on the date of termination, the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of termination and not theretofore paid to the Executive; and
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to on the date of such termination, which any amount of the Transaction Bonuses not theretofore paid to the Executive pursuant to Section 3.3 hereof (whether or not such Transaction Bonuses shall be paid at payable pursuant to the terms of Section 3.3(a) and 3.3(b)), provided, however, that in the event the Company attempts to sell or otherwise dispose of the PROH Division and fails to do so and ceases such time annual bonuses are paid efforts (such determination to other senior executives be made by resolution of the Board of Directors of the Company, but in no event later than ) on or before the date that is two and one-half (2½) months following the last day of termination of the fiscal year in which such termination occurred;Executive's employment, then the Transaction Bonus payable upon a sale or other disposition of the PROH Division shall not be payable hereunder (unless due and payable pursuant to Section 3.3(b) as a result of the prior refinancing or repayment of the Subordinated Debentures); and
(iii) Subject to satisfaction on the date of termination, a pro-rated amount of each unpaid installment of the performance objectives applicable for the fiscal year in which such termination occurs, an amount Retention Bonus payable under Section 3.4 equal to the product of (Ax) the Annual amount of such unpaid installment of the Retention Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (By) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through date hereof to the date of such termination of the Executive's employment, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366the number of days from the date hereof until January 2, 2000, in the case of the installment payable pursuant to Section 3.4(a), as applicable)and June 30, which amount shall be paid at such time annual bonuses are paid to other senior executives 2000, in the case of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredinstallment payable pursuant to Section 3.4(b); provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal to in the Severance Multiplier times the sum of Base Salary and the Target Annual Bonusevent that such termination occurs after June 30, such amount to be paid in substantially equal payments over the Severance Term2000, and payable a bonus under Section 3.5, pro-rated (in accordance with the Company’s regular payroll practices; providedprinciples of Section 6.4(a)(iii)) from the prior June 30 or January 2, howeveras applicable, if such until the date of termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; andthe Executive's employment.
(vb) Subject to Executive’s election Rights and benefits of COBRA continuation coverage the Executive or his transferee under the Company’s group health plan, on other benefit plans and programs of the first regularly scheduled payroll Company shall be continued for two (2) years following the date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration termination of the Severance Term in Executive's employment. Neither the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and nor the Company shall have no any further rights or obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Causeunder this Agreement, except as set forth provided in this Section 7(e)Sections 7, Executive shall have no further rights to any compensation or any other benefits under this Agreement8, 9 and 15.
Appears in 1 contract
Samples: Employment Agreement (Novacare Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s Employee's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Executive shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of:
(a) the period ending on the last day of the Initial Term; or (b) the end of the 12-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid.
(iv) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year that has ended time during the twelve-month period prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of until the Company, but in no event later than the date that is two and one-half earlier of: (2½a) months following the last day of the fiscal year period during which Employee receives payment in which such termination occurred;
accordance with clause (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to above; (Ab) the Annual Bonus otherwise Employee's death (provided that benefits payable to Executive for the fiscal year in which such termination occurredEmployee's beneficiaries shall not terminate upon Employee's death); or (c) with respect to any particular plan, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fractionprogram or arrangement, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is Employee becomes covered by a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonuscomparable benefit provided by a subsequent employer.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 7(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s monthly Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over for each month during the Severance Term, and payable which shall be paid in accordance with the Company’s regular payroll practices;
(ii) With respect to the vesting of the shares subject to the Initial Option Grant only (and not the Initial RSA Award or any subsequent option grant or subsequent restricted stock awards), Employee’s employment shall be deemed to have terminated 24 months after the date of termination of her employment, and the period of time in which Employee may exercise such vested shares shall be increased to 12 months following the date of termination; provided, however, that if such termination is without Cause occurs during the 12 month period immediately following a CIC Qualified TerminationChange in Control, then all unvested shares subject to Employee’s Initial Option Grant and Initial RSA Award (and all shares subject to any subsequent option grants or subsequent restricted stock award) shall be deemed fully vested and exercisable as of the date of termination, and the period of time in which Employee may exercise such amount vested option shares shall instead be payable in a single lump sum within five (5) days increased to 12 months following the date of such termination; and
(viii) Subject If and to Executive’s election of COBRA continuation coverage under the extent that the Employee is able to continue her participation in the Company’s group health plan, on and/or dental insurance from and after the first regularly scheduled payroll date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, for each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viii) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any comparable health and dental benefits as with a result of subsequent employment or service employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in clauses (i), (ii) through ), and (viii) above (collectively, the “Severance Benefits”) shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e)7, Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 1 contract
Samples: Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject The Applicable Severance Benefits, payable (x) as to satisfaction 75% thereof in substantially equal installments over the Severance Term, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above in this subsection (iii), that portion of the performance objectives applicable Applicable Severance Benefits remaining unpaid as of December 31, 2017, following such termination shall be paid to Employee, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(d)(iii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination;
(A) An amount equal to 75% of Employee’s Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs and (B) the actual Annual Bonus for the fiscal year in which such termination occurs) (or if such termination occurs within one year following a Change in Control, an amount equal to the sum of (x) 75% of Employee’s then-current Base Salary plus (y) 150% of Employee’s Annual Bonus (determined in the same manner as set forth above)), such amount to be paid in substantially equal installments over the Severance Term in accordance with the Company’s regular payroll practices; and (B) Upon the expiration of the Restricted Period, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% of Employee’s Annual Bonus (determined using the greater of (A) the target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (occurs and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) the actual Annual Bonus for the fiscal year in which such termination occurs) (or if such termination occurs within one year following a fractionChange in Control, an amount equal to the numerator sum of (x) 25% of Employee’s then-current Base Salary plus (y) 50% of Employee’s Annual Bonus (determined in the same manner as set forth above));
(v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which is such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over within five (5) business days of such termination;
(vi) To the extent permitted by applicable law and without penalty to the Company, (A) continuation of the health benefits provided to Employee and his covered dependants under the Company health plans as of the date of such termination at the same cost applicable to active employees until the earlier of: (1) the expiration of the Severance Term, or (2) the date Employee commences employment with any Person, and payable (B) following the expiration of the continuation period in (A) above, to the extent permitted by the Company’s health care insurance provider and to the extent such coverage would not result in a material increase in the premium cost to the Company or its Affiliates, Employee shall be entitled to continue participating in the Company’s (or, in the discretion of the Company, an Affiliate’s) health plans (as in effect from time to time) in respect of Employee and his covered dependents, at Employee’s sole expense and availability of coverage in accordance with the policies of the insurance provider, until the earliest to occur of (x) the date Employee (or a covered dependent, as applicable) attains age 65; provided, that, in the event that a covered dependent turns 65, Employee’s ability to maintain coverage under the Company’s regular payroll practicesor Affiliate’s health plans shall only terminate with respect to Employee’s covered dependent, (y) the date on which Employee (or a covered dependent, as applicable) becomes eligible to receive coverage under any other health plan provided by a new employer; provided, that, in the event that a covered dependent receives coverage under any other such health plan, Employee’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to such covered dependent, and (z) the date on which Employee breaches any of the terms of this Agreement; and
(vii) (A) Vesting, as of the date of such termination, of all Awards, other than (1) Awards under the Company’s 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the 2004 Plan”), the vesting of which shall continue to be governed by the terms of the 2004 Plan and any related grant agreement, and (2) Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, which shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods; provided, however, if such termination is a CIC Qualified Terminationthe eligibility for continued vesting based on performance shall immediately cease, such amount and all Awards shall instead be payable forfeited, in a single lump sum within five the event that Employee violates any provision of the restrictive covenants set forth herein, and (5B) days any Awards that are stock options shall remain outstanding until the earliest of such termination; and
(vx) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planexercise, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (vy) shall cease earlier than the expiration of the Severance Term in original term, and (z) the event that Executive becomes eligible to receive any health benefits as a result six-month anniversary of subsequent employment or service during the Severance Termdate of Employee’s termination. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Executivethe Employee’s employment under this Agreement without Cause at any time without Cause, effective upon delivery to Executive of by giving no less than ninety (90) calendar days’ written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such terminationEmployee. However, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits of the Employee’s Separation from Service (as defined in Section 9(a) below) as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such Employee’s termination of Executive’s employment by the Company without Cause, except and subject to the provisions of Section 9 below, the Company agrees that it will provide Employee with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to the Employee the following:
(i) an amount equal to one (1) times the Employee’s then-prevailing Base Salary; plus
(ii) an amount equal to one (1) times the average Annual Bonus paid to the Employee by the Company for the three most recently completed fiscal years in which a cash bonus program covering the Employee was in effect or an Annual Bonus was otherwise paid. For the avoidance of doubt, (A) in the event there are less than three years in which a cash bonus program covering the Employee was in effect, the average Annual Bonus shall be determined solely with respect to such lesser number of years, (B) to the extent the Employee received no Annual Bonus in a year due to the fact that no bonus targets were set or the Company’s Compensation Committee or Board of Directors did not determine whether the bonus targets had been achieved, and not because of a failure to meet applicable performance objectives, such year will not be taken into account in determining the foregoing average, and (C) to the extent the Employee received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as set forth the applicable bonus) in determining the foregoing average; plus
(iii) twelve (12) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus
(iv) if (x) the effective date of termination is on or after the second anniversary of the effective time of the Merger and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause the portion of such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the six (6) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and the Employee The amounts described in clause (i) and (ii) shall be paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be made within sixty (60) days following the date of the Employee’s Separation from Service and the second installment to be made on the first anniversary the Employee’s Separation from Service (the “Severance Period”). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 7(e)8(a) unless, Executive shall have no further rights on or prior to the fifty-fifth (55th) day following the date of the Employee’s Separation from Service, the Employee has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any compensation or any other benefits under this Agreementapplicable revocation period has expired.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of at least thirty (30) days written notice of such termination. In the event that Executiveof termination of Employee’s employment under this Section 7(d), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by the Company without Cause. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Bonus in respect Continuation of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(viii) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the health benefits provided to Employee and his covered dependants under the difference between the monthly COBRA premium cost Company’s health plans, it being understood and the monthly contribution paid by active employees for the same coverage; provided, agreed that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the payments Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (i) such continuation of benefits described shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in clauses the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) through on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 7(d)(iii), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (vor has had paid to the Internal Revenue Service on his behalf) above shall immediately terminatean amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month; and
(iv) Reimbursement of Employee’s reasonable, and the Company shall have no further obligations documented outplacement expenses for up to Executive with respect thereto6 months, not to exceed $10,000 in the event that Executive materially breaches any provision set forth in Section 9 hereofaggregate. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. Termination by the Executive ---------------------------------------------------------------------- for Good Reason. ---------------
(a) The Company may terminate the Executive’s 's employment at any time without Causefor any reason or no reason, effective upon delivery subject to Executive the approval of written notice of such terminationthe Board. In the event that Executive’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Executive shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (iiw) Any Annual Salary and other benefits earned under this Agreement but unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives termination of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified TerminationExecutive's employment, (x) any applicable performance objectives shall be deemed satisfied at targeta pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, and (y) the amount referenced payment in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal respect of accrued but unused vacation time prior to the Severance Multiplier times termination of the sum of Base Salary Executive's employment and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5z) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal reimbursement for expenses properly incurred prior to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration termination of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses Executive's employment; (ii) through the Executive shall continue to receive payment of 100% of Annual Salary (vas in effect immediately before such termination) above and shall immediately terminate, and the Company shall have no further obligations to Executive receive reimbursement for his COBRA premium with respect thereto, in to medical and dental benefits for one year following the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of the Executive’s employment by 's employment; and (iii) the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company may terminate Executive’s employment this Agreement at any time without Cause, Cause by written notice to the Executive effective upon delivery to Executive of written notice of such termination. In receipt or on a later termination date agreed with the event that Executive.
(b) If the Company terminates the Executive’s employment is terminated by without Cause, the Company without Cause (other than due to death or Disability), will pay the Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of Base Salary due the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other amounts to which the Executive is entitled at the time of termination and the denominator of which is three hundred sixty-five (365) (under any bonus or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives compensation plan or practice of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (xthat any bonus payments under the MICP will be governed by Section 6.2(c)(ii) any applicable performance objectives shall be deemed satisfied at target, below and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonusnot this Section.
(ivc) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below:
(i) An amount equal to the Severance Multiplier times the sum of Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and the Target Annual Bonus, deductions due on such amount to be paid in substantially equal payments over the Severance Term, and payable salary in accordance with applicable law, payable as a lump sum payment no later than the Companyfirst business day following the date on which the Executive’s regular payroll practicesright to revoke any waiver and release of legal claims has expired;
(ii) If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Executive will be eligible for such bonus on the same basis as other executive level employees, and if other executive level employees receive a bonus under the MICP for the preceding year, the Company will pay the Executive the bonus pursuant to the MICP; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days that the percentage of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planachievement of corporate goals which is used in the calculation of a portion of such bonus, on will be the first regularly scheduled payroll same as the percentage established by the compensation committee of the Board for other executive level employees; and provided further that the percentage of the Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) years.
(iii) A Bonus for the year in which this Agreement is terminated prorated for the period during such year the Executive was employed prior to the date of each month during termination (or the Severance Term, payment of an full amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in Bonus if the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment is terminated within six (6) months prior to or twelve (12) months following a Change of Control), payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired; “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal years prior to the date of termination, or such lesser number of years as may be applicable if the Executive has not been employed for three (3) full years on the date of termination. For purposes of determining the Executive’s Bonus, to the extent the Executive received no bonus in a year in which other executives received bonuses, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, but if the Executive did not receive a bonus for a year in which no executive received a bonus, such year will not be taken into account and if any portion of the bonuses awarded to the Executive consisted of securities or other property, the fair market value thereof will be determined in good faith by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.Board;
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the CompanyEmployee had no such termination occurred, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the Company’s fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iviii) An amount equal to the Severance Multiplier times the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the Target fiscal year in which the Commencement Date falls, and using the highest Annual BonusBonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), such amount to be paid payable in substantially equal payments monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable in accordance with hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s regular payroll practices; providedor the applicable member of the Company Group’s health and other insurance plans during the Severance Term, however, or if such termination continued participation in is a CIC Qualified Terminationnot permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such amount shall instead be payable coverage, in a single lump sum within five (5) days manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company or the applicable member of such terminationthe Company Group; and
(v) Subject to Executive’s election Vesting, as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term, payment of an amount equal Term (without regard to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvesting events). Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company and any member of the Company Group shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive Executive’s receipt of written notice of such termination. In Subject to Section 8(h) below, in the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) 2½ months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction achievement of the applicable performance objectives applicable for the fiscal year of the Company in which such Executive’s termination occurs, an amount equal to (A) as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise payable to Executive for have been earned in respect of the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is pro-rated to reflect the number of days elapsed from the commencement of Executive was employed during such fiscal year through the date of year, such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the CompanyExecutive had no termination occurred, but in no event later than the date that is two and one-half (2½) 2½ months following the last day of the fiscal year of the Company in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iv) An amount equal to the Severance Multiplier times the sum Continued payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during of the Severance Term, payment of the Company will pay Executive an amount equal to the difference between “applicable percentage” of the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coveragecost; provided, that the payments described in pursuant to this clause (vvi) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as benefits, including through a result of subsequent employment or service spouse’s employer, during the Severance Term. For purposes hereof, the “applicable percentage” shall be the percentage of Executive’s health care premium costs covered by the Company as of the date of termination. Amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through ), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, subject to Section 8(h) below, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company may shall have the right to terminate Executive’s 's employment at any time hereunder "without Cause, effective upon delivery to cause" by giving Executive of written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount the Company shall be paid at such time annual bonuses are paid to other senior executives (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the Company, but in no event later than termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date that following the date of termination and ending on the date which is two and one-half (2½) twelve months following the last day effective date of the fiscal year in which such termination occurred;
termination; (iii) Subject pay Executive any bonus due under Section 4.6 hereof; and (iv) either continue to satisfaction provide Executive with medical and dental healthcare coverage under the plan in which Executive participates immediately prior to the effective date of such termination (where Executive remains eligible to participate, and in accordance with the terms thereof) or in the event Executive no longer remains eligible to participate under such medical and/or dental healthcare plan, to reimburse Executive for the amount of the performance objectives applicable premium Company would have paid for Executive's medical and/or dental healthcare coverage had Executive remained employed hereunder, in each case until the fiscal year in which such termination occurs, an amount equal to earlier of (A) the Annual Bonus otherwise payable to Executive for date which is twelve months following the fiscal year in which such effective date of termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredExecutive's coverage under another employer's healthcare plan; provided, however, if such termination is a CIC Qualified Terminationthat without limiting any other remedy available hereunder, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the all payments described in this clause (v) the Section 8.1 shall cease earlier than the expiration of the Severance Term in the event immediately terminate upon a judge's determination that Executive becomes eligible to receive any health benefits as a result has breached the provisions of subsequent employment Section 6 or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 7 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Igi Inc)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective immediately upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would have otherwise been paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject An amount equal to satisfaction 75% (or if such termination occurs within one year following a Change in Control, 150%) of the performance objectives applicable sum of Employee’s then-current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs and (B) the actual Annual Bonus for the fiscal year in which such termination occurs), an such amount to be paid in substantially equal installments over the Severance Term, in accordance with the Company’s then-regular payroll practices;
(iv) Upon the expiration of the Severance Term, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% (or if such termination occurs within one year following a Change in Control, 50%) of the sum of Employee’s then-current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (occurs and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of actual Annual Bonus for the fiscal year in which is such termination occurs);
(v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) business days of such termination; and;
(vvi) Subject Continuation of the health benefits provided to Executive’s election of COBRA continuation coverage Employee and his covered dependants under the Company’s group Company health plan, on plans as of the first regularly scheduled payroll date of each month during such termination at the Severance Term, payment of an amount equal same cost applicable to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for until the same coverage; provided, that the payments described in this clause earlier of (vA) shall cease earlier than the expiration of the Severance Term in and (B) the event date Employee commences employment with any Person; and
(vii) (A) Vesting, as of the date of such termination, of all Awards, other than Awards consisting of restricted stock that Executive becomes eligible vest based on both continued service and the attainment of performance goals, which shall no longer be subject to receive service-based vesting conditions, shall remain outstanding through the last day of the applicable performance periods, without regard for any health benefits termination of Employee’s employment prior to such date, and shall vest on a pro rata basis based on the number of days elapsed from the commencement of the applicable performance period through and including the date of such termination, if at all, based on the level of actual attainment of performance goals at such time or times as a result would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods, and (B) any Awards that are stock options shall remain outstanding until the earliest of subsequent employment or service during (x) exercise, (y) the Severance Termexpiration of the original term, and (z) the six-month anniversary of the date of termination. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e7(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject An amount equal to satisfaction seventy-five percent (75%) (or if such termination occurs within one year following a Change in Control, one hundred fifty percent (150%)) of the performance objectives applicable sum of Employee’s then-current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs and (B) the actual Annual Bonus for the fiscal year in which such termination occurs), an such amount to be paid in substantially equal installments over the Severance Term in accordance with the Company’s regular payroll practices;
(iv) Upon the expiration of the Severance Term, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to twenty-five percent (25%) (or if such termination occurs within one year following a Change in Control, fifty percent (50%) of the sum of Employee’s then-current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (occurs and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of actual Annual Bonus for the fiscal year in which is such termination occurs);
(v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over within five (5) business days of such termination;
(vi) To the extent permitted by applicable law and without penalty to the Company, (A) continuation of the health benefits provided to Employee and his covered dependants under the Company health plans as of the date of such termination at the same cost applicable to active employees until the earlier of: (1) the expiration of the Severance Term, or (2) the date Employee commences employment with any Person, and payable (B) following the expiration of the continuation period in (A) above, to the extent permitted by the Company’s health care insurance provider and to the extent such coverage would not result in a material increase in the premium cost to the Company or its Affiliates, Employee shall be entitled to continue participating in the Company’s (or, in the discretion of the Company, an Affiliate’s) health plans (as in effect from time to time) in respect of Employee and his covered dependents, at Employee’s sole expense and availability of coverage in accordance with the policies of the insurance provider, until the earliest to occur of (x) the date Employee (or a covered dependent, as applicable) attains age 65; provided, that, in the event that a covered dependent turns 65, Employee’s ability to maintain coverage under the Company’s regular payroll practicesor Affiliate’s health plans shall only terminate with respect to Employee’s covered dependent, (y) the date on which Employee (or a covered dependent, as applicable) becomes eligible to receive coverage under any other health plan provided by a new employer; provided, that, in the event that a covered dependent receives coverage under any other such health plan, Employee’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to such covered dependent, and (z) the date on which Employee breaches any of the terms of this Agreement; and
(vii) (A) Vesting, as of the date of such termination, of all Awards, other than (1) Awards under the Company’s 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the 2004 Plan”), the vesting of which shall continue to be governed by the terms of the 2004 Plan and any related grant agreement, and (2) Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, which shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods; provided, however, if such termination is a CIC Qualified Terminationthe eligibility for continued vesting based on performance shall immediately cease, such amount and all Awards shall instead be payable forfeited, in a single lump sum within five the event that Employee violates any provision of the restrictive covenants set forth herein, and (5B) days any Awards that are stock options shall remain outstanding until the earliest of such termination; and
(vx) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planexercise, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (vy) shall cease earlier than the expiration of the Severance Term in original term, and (z) the event that Executive becomes eligible to receive any health benefits as a result six-month anniversary of subsequent employment or service during the Severance Termdate of Employee’s termination. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in which such termination occurs, an amount equal to (A) a lump sum at the same time the Annual Bonus would otherwise payable have been paid pursuant to Executive for the fiscal year in which Section 4(b) above had such termination not occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iv) An amount equal to the Severance Multiplier times the sum Continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days separate payment for purposes of such terminationSection 409A of the Code; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the medical benefits provided to Employee and his covered dependants under the difference between Company’s health plans in effect as of the monthly COBRA premium date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the monthly contribution paid by active employees for foregoing, the same coverage; provided, that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health such or similar benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that to the extent that the applicable Company health plan is self-insured and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii) through ), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may terminate Executive’s employment at any time prior to the Extension Date without Cause, effective upon delivery to Executive the Term will terminate and all obligations of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the provisions of Section 13(c) the Company shall pay to the Executive (other than due to death or Disability), his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled toto receive within, or commencing within, thirty (30) days after the Date of Termination, the following amounts:
(i) The Accrued Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior twenty-four (24) semi-monthly payments during a twelve (12) consecutive month period equal to the date Executive's Annual Base Salary divided by twenty-four (24); provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such termination, which amount amounts shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year qualify Executive for any incremental benefit under any plan or program in which such termination occurredhe has participated or continues to participate;
(iii) Subject stock options then held by Executive will be exercisable to satisfaction of the performance objectives applicable extent and for such periods, and otherwise governed, by the fiscal year in plans and programs and the agreements and other documents thereunder pursuant to which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredstock options granted; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.and
(iv) An amount equal all vested, nonforfeitable amounts owing and accrued at the Date of Termination under any compensation and benefit plans, programs, and arrangements in which Executive theretofore participated will be paid under the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted, including any supplemental retirement plan in which the Executive may have participated. Amounts which are immediately payable above will be paid as promptly as practicable after Executive's Date of Termination; PROVIDED, HOWEVER, to the Severance Multiplier times extent that or the sum of Base Salary and the Target Annual BonusCompany would not be entitled to deduct any such payments under Internal Revenue Code Section 162(m), such amount to payments shall be paid in substantially equal payments over made at the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, earliest time that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment would be deductible by the Company without Cause, except as set forth in limitation under Section 162(m) (unless this Section 7(eprovision is waived by the Company), Executive . Any deferred payment shall have no further rights be credited with the interest at a rate applied to any compensation or any other benefits prevent the imputation of taxable income under this Agreementthe Code.
Appears in 1 contract
Samples: Termination and Change of Control Agreement (Cuno Inc)
Termination by the Company Without Cause. The At any time, the Company may may, in its sole and absolute discretion, terminate Executive’s the Employee's employment at any time with the Company (the actual date of termination being referred to as the "Termination Date") without Causecause, effective upon delivery to Executive of by providing written notice of such terminationthereof to the Employee ("Termination Notice") at least ten days (10) prior to the Termination Date. In the event that Executive’s of termination of the Employee's employment is terminated by pursuant to this Section, the Company without Cause (other than due shall continue to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior pay to the date Employee the Employee’s then current annual salary, in no cases less than $12,500 per month, throughout such ten-day (10) notice period and shall pay the Employee as compensation for loss of office (a) six (6) months base salary at the Employee’s then current salary in equal bi-weekly installments over the six (6) month period following the Termination Date (provided however, that if payments under the Employee's Key Employee Agreement are triggered based on such termination, which amount shall no such payments will be paid at such time annual bonuses are paid to other senior executives due hereunder) , (b) a pro-rated portion of the Companyannual bonus the Employee was eligible for, but in no event later than if any, for the date that is two and one-half (2½) months following the last day completed portion of the any fiscal year in which the Termination Date occurs (payable whether or not compensation is due under the Key Employee Agreement for such termination occurred;
(iii) Subject to satisfaction termination, and based on the relevant portion of the performance objectives applicable for bonus that would have been earned, if any, had the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had Employee remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through and payable at the date time payable were the Employee to have remained employed) and (c) all vacation accrued as of such termination the Termination Date calculated in accordance with Section 1.2.4. Upon receipt by the Employee of a Termination Notice pursuant to this Section 4.2, (a) the Employee shall assist the Company in good faith to effect a smooth transition, and (b) the Company may request the Employee to vacate the premises owned by the Company and used in connection with the Business within a reasonable time, provided that the obligation of the Company to make payments to the Employee pursuant to this Section 4.2 and the denominator other provisions of which is three hundred sixty-five this Agreement shall not be affected. Amounts payable pursuant to clauses (365a) and (or three hundred sixty-six (366), as applicable), which amount b) of this Section 4.2 shall be paid at such time annual bonuses are paid payable only following the delivery to other senior executives the Company by the Employee of a duly executed release, in form and substance acceptable to the Company, but in no event later than of all claims the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with Employee may have against the Company’s regular payroll practices; provided, however, if such termination which release is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject no longer subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreementrevocation.
Appears in 1 contract
Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company may may, by delivering 30 days prior written notice to Employee, terminate Executive’s Employee's employment at any time without Causecause, effective upon delivery to Executive of and the Employee may, by delivering 30 days prior written notice of to the Company, terminate Employee's employment for "Good Reason," as defined below. If such termination. In the event that Executive’s employment is terminated by the Company termination without Cause (other than due to death cause or Disability)for Good Reason occurs, Executive Employee shall be entitled to:
to receive a lump-sum payment equal to the sum of (a) two times the sum of (i) The Accrued Obligations;
his Base Salary at the then current rate and (ii) Any unpaid Annual Bonus in respect the sum of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual target bonuses are paid to other senior executives under all of the Company, but in no event later than 's incentive bonus plans applicable to Employee for the date that is two and one-half (2½) months following the last day of the fiscal year in which such the termination occurred;
occurs and (iiib) Subject to satisfaction if termination occurs in the fourth quarter of a calendar year, the sum of the performance objectives target bonuses under all of the Company's incentive bonus plans applicable to Employee for the fiscal year in which such the termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is occurs prorated daily based on the number of days elapsed from the commencement beginning of such fiscal the calendar year through in which the termination occurs to and including the date of such termination and termination. Employee shall also receive all earned but unpaid bonuses for the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid year prior to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such the termination occurred; providedoccurs and shall receive (i) for a period of two years following termination of employment, howevercontinuing coverage and benefits comparable to all life, if such termination is a CIC Qualified Terminationhealth and disability insurance plans which the Company from time to time makes available to its management executives and their families, (xii) any applicable performance objectives shall be deemed satisfied at targeta lump-sum payment equal to two times the stipulated flexible perquisites amount pursuant to Section 2(d), and (yiii) two years additional service credit under the amount referenced in clause (A) above shall instead be current non-qualified supplemental pension plans, or successors thereto, of the Target Annual Bonus.
(iv) An amount equal Company applicable to the Severance Multiplier times Employee on the sum date of Base Salary termination. All unvested stock options held by Employee on the date of the termination shall become immediately vested and all restrictions on restricted stock then held by the Target Annual BonusEmployee shall terminate. For purposes of this Section 5 and Section 8, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days provisions of such termination; and
(v) Subject sections shall not apply to Executive’s election of COBRA continuation coverage awards under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement1998 Performance Incentive Compensation Plan.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company may terminate Executiveterminates the Employee’s employment at any time without Cause, effective upon delivery the Employee shall be entitled to Executive of written notice receive, as Employee’s exclusive right and remedy in respect of such termination. In , the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled topayment of:
(i) The all Accrued Obligations;Obligations (as defined below); plus
(ii) Any unpaid Annual at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus in respect of any completed fiscal year that has ended prior to the date of such termination(as defined below), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;if any; plus
(iii) Subject severance pay equal to satisfaction twelve (12) months of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), Employee’s base salary as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day Date of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practicespay schedule; provided, howeverplus
(iv) Twelve (12) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such termination is a CIC Qualified Terminationplans on the Date of Termination and timely elects continuation coverage, such amount shall instead be payable in a single lump sum within five (5) days provided that the Employee remits monthly premiums for the full cost of such terminationany health benefits; andplus
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of a cash payment each month during the Severance Term, payment twelve-month (12 month) period following the Date of an amount Termination equal to the difference between the full monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any medical and health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses clause (ii) through (viv) above shall immediately terminate, and minus the active employee cost of such coverage; provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to Executive the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following applicable plans and award agreements will govern vesting, exercise periods and payments due under such termination applicable plans and award agreements; plus
(vii) three (3) months of Executive’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 7(e), Executive shall have (including an aggregate cost) with such assistance being commenced by the Employee no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 1 contract
Termination by the Company Without Cause. Termination by Employee for --------------------------------------------------------------------- Good Reason. -----------
(a) The Company may shall have the right to terminate Executive’s this Agreement without Cause (as defined below) upon ninety (90) days' notice to Employee. If Employee's employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Employee for "Good Reason" (as defined below) (other than due to a termination involving a Change of Control or by reason of death or Disabilitydisability), Executive the Company shall be entitled to:pay Employee at the time of such termination the following severance benefits for a three (3) year period following the date of termination, if such termination occurs within the initial Employment Term, and for a two (2) year period following the date of termination if such termination occurs after the initial Employment Term (the "Termination Period"):
(i) The Accrued ObligationsAnnual base salary at the rate in effect immediately prior to the termination date;
(ii) Any unpaid Annual Bonus payable in respect of any completed fiscal year that has ended such amount as would be payable to Employee had he been employed by the Company for the full Termination Period, at the target level in effect immediately prior to the date of termination date, assuming the Company had achieved targeted performance objectives for such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredperiod;
(iii) Subject During the Termination Period, the Company shall timely pay or provide to satisfaction Employee any other amounts or benefits required to be paid or provided or which Employee is eligible to receive under any plan or policy of the performance objectives applicable Company to the same extent that Employee would be eligible therefor if he were employed on a full-time basis by the Company in the capacity provided for herein during the fiscal year in which such termination occurs, an amount equal to Termination Period (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target"Other Benefits"), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if that should Employee be employed by another employer during the Termination Period and become entitled to receive Other Benefits from such termination is a CIC Qualified Terminationemployer, (x) any applicable performance objectives the Company's obligation to provide such Other Benefits hereunder shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.terminated;
(iv) An amount equal The Company shall make available to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid Employee post- placement services for corporate executives at levels customary for executives in substantially equal payments over the Severance Term, and payable Employee's position in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination's industry; and
(v) Subject to Executive’s election All of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal then outstanding Options (to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (vextent not then exercisable) shall cease earlier than immediately become exercisable and Employee may exercise the expiration Options in full in accordance with Section 7 of the Severance Term in the event that Executive becomes eligible to receive any health benefits Stock Option Agreement attached hereto as a result Exhibit A.
(b) For purposes of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement., other than Section 6.4 hereof, "Good Reason" shall mean:
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which such amount shall to be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in to which such termination occurredbonus relates;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an An amount equal to two times the sum of (Ax) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator Employee’s Base Salary as of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause greater of (A) above shall instead be Employee’s Annual Bonus for fiscal year immediately preceding the Target Annual Bonus.
fiscal year of termination and (ivB) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus$500,000, such amount to be paid payable in substantially equal payments over installments during the Severance Term, and payable Term in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(viv) Subject An amount (net of any applicable taxes) equal to Executive’s election the “applicable percentage” of the monthly COBRA continuation coverage under premium cost that Employee (and his covered dependents) would be required to pay to continue to participate in the Company’s group health planplans during the Severance Term, if they elected coverage (determined based on the first regularly scheduled payroll COBRA premiums in effect as of the date of termination), payable each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viv) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits through a subsequent employer; provided further, that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to Employee equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by Employee. The “applicable percentage” shall be the percentage of Employee’s (and his covered dependents’) premium costs that Employee was required to pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s health plans as a result of subsequent employment or service during the Severance Termdate of termination. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through ), (viii), and (iv) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid fiscal year as determined by the Compensation Committee; and
(iii) A lump-sum cash payment equal to other senior executives of the Company, but in no event later than the date that is two and one-half (2½2.5) months following times the last day total of the fiscal year in which such termination occurred;
(iiii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, Employee’s Base Salary plus (ii) an amount equal to (A) the total value of the Annual Bonus otherwise payable to Executive for amounts paid during the fiscal year in which such termination occurred, assuming Executive had remained employed through immediately preceding the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365pursuant to Section 4(b) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be of cash bonus and equity compensation paid employee during fiscal 2013 if a Change of Control occurs the Target Annual Bonus.initial year of this Agreement); and
(iv) An amount A lump sum cash payment equal to the Severance Multiplier eighteen (18) times the sum “applicable percentage” of Base Salary and the Target Annual Bonusmonthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, such amount to be paid or similar coverage as provided by similar state law, in substantially equal payments over the Severance Term, and payable in accordance connection with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); and
(v) Subject Immediate vesting of any and all equity or equity-related awards previously awarded to Executive’s election the Employee, irrespective of COBRA continuation coverage type of award. Any amounts payable to Employee under the Company’s group health planclause (i), (ii), (iii) or (iv) of this Section 8(d) shall be paid in lump sum on the first regularly scheduled payroll sixtieth (60th) day following the date of each month during Employee’s termination of employment (the “Severance TermBenefits”), payment subject to Section 8(i) of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereofAgreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The the Accrued Obligations, which shall be paid within thirty (30) days after the date of Employee’s termination of employment;
(ii) Any unpaid Annual Employee’s Target Bonus in respect of any completed fiscal year that has ended prior to for the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredEmployee’s employment terminates, prorated through the date on which Employee’s employment terminates;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) 1.5 times Employee’s annual Base Salary then in effect, which, subject to Section 16, shall be payable in monthly installments over the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through 18-month period following the date of such Employee’s termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.employment;
(iv) An an amount equal to the Severance Multiplier 1.5 times the sum of Base Salary and the Target Employee’s Annual Bonus, including any portion of such amount bonus deferred, for the year preceding the year in which the termination of Employee’s employment occurs (unless such termination occurs in 2006, in which case the Annual Bonus used for such payment purposes will be equal to the Annual Bonus payable for 2006), which shall be paid payable in substantially equal payments over a lump sum within thirty (30) days after the Severance Term, date of Employee’s termination of employment (or such later time as shall be required under Section 16);
(v) all vested Options and payable Restricted Stock shall be treated in accordance with the Companyterms of the Plan and the applicable stock option agreement or restricted stock agreement;
(vi) the Company shall pay the premiums for Employee and his dependents of Employee’s regular payroll practices; providedgroup health insurance COBRA continuation coverage for twelve months following the date of Employee’s termination of employment, howeveror, if such termination is a CIC Qualified Terminationearlier, such amount shall instead be payable in a single lump sum within five (5) days of such terminationuntil the date on which Employee becomes eligible to receive comparable benefits from another employer; and
(vvii) Subject to Executive’s election for a period of COBRA continuation coverage under the Company’s group health plan, twelve months commencing on the first regularly scheduled payroll date of each month during the Severance Termtermination of Employee’s employment, payment of Employee shall receive outplacement assistance services from an amount equal to the difference between the monthly COBRA premium cost outplacement agency selected by Employee and the monthly contribution paid by active employees for the same coverageCompany shall pay all costs of such services; provided, provided that the payments described in this clause (v) such costs shall cease earlier than the expiration of the Severance Term not exceed $15,000 in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termaggregate. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof10 or the Proprietary Information Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Executive’s Employee's employment at any time without Cause, effective upon delivery to Executive Employee's receipt of written notice of such termination. In the event that Executive’s Employee's employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times multiplied by the sum of his then current Base Salary and Annual Bonus (determined using the Target target Annual BonusBonus if such termination occurs during the fiscal year in which the Commencement Date falls, such amount to be and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), payable in substantially equal payments monthly installments over the period commencing on the date of termination and ending on the date that is one day prior to two and one-half months following the end of the Company's fiscal year in which such termination occurs (the "Severance Term, and payable in accordance with ");
(iv) Continuation of participation under the Company’s regular payroll practices; provided's health and other insurance plans for a period of years equal to the Severance Multiplier, however, or if such termination continued participation in is a CIC Qualified Terminationnot permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such amount shall instead be payable coverage, in a single lump sum within five (5) days of manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such terminationalternative arrangements not been used by the Company; and
(v) Subject to Executive’s election Vesting, as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term, payment of an amount equal two (2) year period immediately following such termination (without regard to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termvesting events). Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of Executive’s Employee's employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s monthly Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over for each month during the Severance Term, and payable which shall be paid in accordance with the Company’s regular payroll practices;
(ii) With respect to the vesting of the shares subject to the Initial Option Grant only (and not the Initial RSA Award or any subsequent option grant or subsequent restricted stock awards), Employee’s employment shall be deemed to have terminated 24 months after the date of termination of her employment, and the period of time in which Employee may exercise such vested shares shall be increased to 12 months following the date of termination; provided, however, that if such termination is without Cause occurs during the 12 month period immediately following a CIC Qualified TerminationChange in Control, then all unvested shares subject to Employee’s Initial Option Grant and Initial RSA Award (and all shares subject to any subsequent option grants or subsequent restricted stock award) shall be deemed fully vested and exercisable as of the date of termination, and the period of time in which Employee may exercise such amount vested option shares shall instead be payable in a single lump sum within five (5) days increased to 12 months following the date of such termination; and
(viii) Subject If and to Executive’s election of COBRA continuation coverage under the extent that the Employee is able to continue her participation in the Company’s group health plan, on and/or dental insurance from and after the first regularly scheduled payroll date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, for each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viii) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any comparable health and dental benefits as with a result of subsequent employment or service employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in clauses (i), (ii) through ), and (viii) above (collectively, the “Severance Benefits”) shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 1 contract
Samples: Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled toto the following, subject to adjustment under Section 8(i) below:
(i) The the Accrued Obligations;
(ii) Any any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the CompanyEmployee had no such termination occurred, but in no event later than the date that is two and one-half (2½) months following the last day end of the fiscal year in to which such termination occurredthe Annual Bonus relates;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times multiplied by the sum of Employee’s Base Salary and plus target Annual Bonus amount for the Target Annual Bonusfiscal year during which such termination occurs, such amount to be paid payable in substantially equal payments over installments during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(viv) Subject notwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to Executivethe contrary, all equity awards that have not otherwise vested shall vest, and applicable restrictions shall lapse, immediately upon such termination. For purposes of this subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee during the two (2) year period following a Change in Control shall be deemed to constitute a termination without Cause, such that upon receipt of such Notice of Non-Extension by Employee, Employee shall be deemed to have waived the required notice period set forth in Section 2 above, and Employee’s election employment hereunder shall be deemed to have been terminated without Cause as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment receipt of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termsuch notice. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 10 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive or Termination by the Employee for Good Reason (other than in connection with a Change of written notice of such termination. Control) — In the event that Executivethe Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason pursuant to Section 4.4, and provided that such termination does not occur within the twelve (other than due to death or Disability12) months following a Change of Control (as defined below), Executive the Company shall pay to the Employee the Accrued Amounts and in addition, the Employee will be entitled toto the following benefits, subject to the Employee’s timely execution and non-revocation of a Release (as defined below) and Employee’s compliance with his continuing obligations to the Company under this Agreement and the Company’s Proprietary Information and Inventions Assignment Agreement, and further subject to any delay as may be required under Section 5.7:
(ia) The Accrued Obligationsa lump sum amount equal to the annual base salary in effect at the time of termination of employment that otherwise would be payable to him under Section 3.1 for a twelve (12) month period following his termination of employment, less applicable withholdings;
(b) a lump sum amount equal to the sum of (i) 50% of the Employee’s annual target bonus for the year of termination; (ii) Any unpaid Annual Bonus in respect 50% of any completed fiscal the Employee’s annual bonus for the year that has ended prior to of termination, calculated pro rata as of the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives based on the achievement of the bonus goals and objectives for such year;
(c) notwithstanding the terms of the SOP, continued vesting of all stock options and other equity awards covering the Company’s common stock held by the Employee as of the date of termination, but for the twelve (12) month period following the date of termination, and termination of any such stock options if not exercised within three (3) months following the expiration of such twelve (12) month period (subject to their original termination date); and
(d) provided that Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the Employee’s termination date, the Company will pay the Employee’s COBRA group health insurance premiums for the Employee and his eligible dependents until the earliest of (A) the close of the twelve (12) month period following the termination of Employee’s employment (the “COBRA Payment Period”), (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Employee under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the Release Deadline, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Employee’s termination through the Release Deadline, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for coverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this Subsection shall cease. All payments described in this Section 5.3 will be made (or will commence, as applicable) on the Release Deadline (as defined below) and will be less applicable withholdings. Notwithstanding the foregoing, if any payments relating to bonus amounts are not determinable by the Release Deadline, such payments will be made as soon as determinable and in no event later than March 15 of the date that is two and one-half (2½) months year following the last day of the fiscal year in which such termination occurred;
the Employee’s “Separation from Service” (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at targetas defined under U.S. Treasury Regulation Section 1.409A-1(h), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights regard to any compensation or any other benefits under this Agreementalternative definition thereunder) occurs.
Appears in 1 contract
Termination by the Company Without Cause. The Company may shall have the right to terminate Executive’s employment at any time hereunder “without Cause, effective upon delivery to cause” by giving Executive of written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount the Company shall be paid at such time annual bonuses are paid to other senior executives (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the Company, but in no event later than termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date that following the date of termination and ending on the date which is two and one-half six (2½6) months following the last day effective date of the fiscal year in which such termination occurred;
termination; (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, pay Executive an amount equal to (A) a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions Annual Bonus would otherwise have been satisfied at target)payable had Executive’s employment not terminated, multiplied by (B) a fraction, the numerator of which is with such pro-ration to be determined based on the number of days elapsed from months (and any fraction thereof) Executive is employed during the commencement Fiscal Year in which termination occurs, relative to 12 months; and (iv) cause to become vested a pro-rata portion of such fiscal year through the awards granted to Executive under Section 4.5, equal to the quotient of (i) the number of full months that have transpired between the Effective Date and the date of such termination and the denominator of which is three hundred sixty-five termination, divided by (365ii) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred36; provided, however, if such termination is a CIC Qualified Terminationthat without limiting any other remedy available hereunder, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments all obligations described in this clause (v) Section 8.1 shall cease earlier than the expiration of the Severance Term in the event immediately terminate upon a judge’s determination that Executive becomes eligible to receive has breached the provisions of Section 6 or 7 hereof. Notwithstanding any health benefits as other provision of this Agreement, for a result cessation of subsequent employment or service described in Section 8.1 that occurs during the Severance Term. Notwithstanding the foregoing2009 calendar year, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth reference in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights 8.1(ii) to any compensation or any other benefits under this Agreement“six (6) months” will be replaced with a reference to “three (3) months.”
Appears in 1 contract
Samples: Employment Agreement (Igi Inc)
Termination by the Company Without Cause. (a) The Company may terminate Executivethe Employee’s employment at any time without Cause, effective Cause (as defined in Section 4.3(c)) upon delivery to Executive of thirty (30) days’ prior written notice of such termination. and thereby terminate the Employment Period under this Agreement.
(b) In the event that Executivethe Employee’s employment is terminated by pursuant to this Section 4.3, and at that time the Company without Cause (other than due Employee is ready, willing and able to death or Disability)continue performing all of his duties under this Agreement, Executive the Employee shall be entitled to:
to receive: (i) The the Accrued Obligations;
Amounts, which shall be payable in a lump sum within thirty (30) days of any such termination, and (ii) Any subject to satisfying the requirements and conditions of Section 4.5 below: (A) his Base Salary (in effect at the time of termination) for a period equal to the remaining term of the Initial Employment Period, payable at such dates and times in accordance with the Company’s normal payment practices and procedures (for clarification, the Employee shall not be entitled to receive any continued payment of Employee’s Base Salary in the event of any such termination following the expiration of the Initial Employment Period); (B) if Employee elects to receive continuation coverage for medical, prescription and dental benefits under COBRA, the Company will, for a period equal to the remaining term of the Initial Employment Period, waive or otherwise pay at regular monthly intervals the contribution, if any, that would otherwise be required for the continuation of coverage under a Partnership Group group health plan that Employee and his dependents are eligible to receive, provided, however, that to receive such waiver or contribution, the Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan (for clarification, the Employee shall not be entitled to any waiver, or payment, of any contribution as required for the continuation of such COBRA coverage in the event of any such termination following the expiration of the Initial Employment Period); (C) an amount equal to any unpaid Annual Bonus otherwise payable for the year immediately preceding the year in respect which the employment of the Employee is so terminated, any completed fiscal year that has ended prior such amount to be paid, subject to the date provisions of such terminationSection 4.5, which amount shall be paid at such time annual bonuses are paid to other senior executives no later than March 15 of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
occurs; and (iiiD) Subject an amount equal to satisfaction of the performance objectives applicable pro rata Annual Bonus for the fiscal year in which such termination occurs, an amount equal if determined to (A) be payable for such year, such pro rata payment to be paid, subject to the Annual Bonus otherwise payable to Executive for provisions of Section 4.5, no later than March 15 of the fiscal year immediately following the year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (occurs. The payments and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced benefits provided in clause (Aii) above shall instead be of the Target Annual Bonuspreceding sentence are collectively referred to as the “Severance Benefits.”
(ivc) An amount equal to For purposes of this Agreement, “Cause” means the Severance Multiplier times the sum occurrence of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration any one or more of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.following events:
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The the Accrued Obligations, which shall be paid within thirty (30) days after the date of Employee’s termination of employment;
(ii) Any unpaid Annual Employee’s Target Bonus in respect of any completed fiscal year that has ended prior to for the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredEmployee’s employment terminates, prorated through the date on which Employee’s employment terminates;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) 1.5 times Employee’s annual Base Salary then in effect, which, subject to Section 16, shall be payable in monthly installments over the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through 18-month period following the date of such Employee’s termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.employment;
(iv) An an amount equal to the Severance Multiplier 1,5 times the sum of Base Salary and the Target Employee’s Annual Bonus, including any portion of such amount bonus deferred, for the year preceding the year in which the termination of Employee’s employment occurs (unless such termination occurs in 2006, in which case the Annual Bonus used for such payment purposes will be equal to the Annual Bonus payable for 2006), which shall be paid payable in substantially equal payments over a lump sum within thirty (30) days after the Severance Term, date of Employee’s termination of employment (or such later time as shall be required under Section 16);
(v) all vested Options and payable Restricted Stock shall be treated in accordance with the Companyterms of the Plan and the applicable stock option agreement or restricted stock agreement;
(vi) the Company shall pay the premiums for Employee and his dependents of Employee’s regular payroll practices; providedgroup health insurance COBRA continuation coverage for twelve months following the date of Employee’s termination of employment, howeveror, if such termination is a CIC Qualified Terminationearlier, such amount shall instead be payable in a single lump sum within five (5) days of such terminationuntil the date on which Employee becomes eligible to receive comparable benefits from another employer; and
(vvii) Subject to Executive’s election for a period of COBRA continuation coverage under the Company’s group health plan, twelve months commencing on the first regularly scheduled payroll date of each month during the Severance Termtermination of Employee’s employment, payment of Employee shall receive outplacement assistance services from an amount equal to the difference between the monthly COBRA premium cost outplacement agency selected by Employee and the monthly contribution paid by active employees for the same coverageCompany shall pay all costs of such services; provided, provided that the payments described in this clause (v) such costs shall cease earlier than the expiration of the Severance Term not exceed $15,000 in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termaggregate. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof10 or the Proprietary Information Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The the Accrued Obligations;
(ii) Any any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, and a prorated Annual Bonus based on the target Annual Bonus for the fiscal year in which amount such termination occurs. Such amounts shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable continued payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(viv) Subject an amount (net of any applicable taxes) equal to Executive’s election the “applicable percentage” of the COBRA continuation coverage under premium cost that Employee (and his covered dependents) will be required to pay to continue to participate in the Company’s group health plan, plans during the Severance Term (determined based on the first regularly scheduled payroll COBRA premiums in effect as of the date of each month termination), payable in substantially equal monthly installments during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viv) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits as benefits, including through a result of subsequent employment or service spouse’s employer, during the Severance Term. The “applicable percentage” shall be the percentage of Employee’s (and his covered dependents’) premium costs that Employee was required to pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s health plans as of the date of termination. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through ), (viii), and (iv) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company may terminate Executiveterminates the Employee’s employment at any time without Cause, effective upon delivery the Employee shall be entitled to Executive of written notice receive, as Employee’s exclusive right and remedy in respect of such termination. In , the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled topayment of:
(i) The all Accrued Obligations;Obligations (as defined below); plus
(ii) Any unpaid Annual at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus in respect of any completed fiscal year that has ended prior to the date of such termination(as defined below), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;if any; plus
(iii) Subject severance pay equal to satisfaction twelve (12) months of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), Employee’s base salary as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day Date of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practicespay schedule; provided, howeverplus
(iv) Twelve (12) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such termination is a CIC Qualified Terminationplans on the Date of Termination and timely elects continuation coverage, such amount shall instead be payable in a single lump sum within five (5) days provided that the Employee remits monthly premiums for the full cost of such terminationany health benefits; andplus
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of a cash payment each month during the Severance Term, payment twelve-month (12 month) period following the Date of an amount Termination equal to the difference between the full monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any medical and health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses clause (ii) through (viv) above shall immediately terminate, and minus the active employee cost of such coverage; provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to Executive the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year, plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following applicable plans and award agreements will govern vesting, exercise periods and payments due under such termination applicable plans and award agreements; plus
(vii) three (3) months of Executive’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 7(e), Executive shall have (including an aggregate cost) with such assistance being commenced by the Employee no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 1 contract
Samples: Severance and Non Competition Agreement (Inventiv Health Inc)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s monthly Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over for each month during the Severance Term, and payable which shall be paid in accordance with the Company’s regular payroll practices; provided;
(ii) With respect to the vesting of the shares subject to the Initial Option Grant and Initial XX Xxxxx, howeverEmployee’s employment shall be deemed to have terminated 12 months after the date of termination of his/her employment, if unless such termination is occurs within 12 months immediately following a CIC Qualified TerminationChange in Control, such amount in which case Employee’s employment shall instead be payable in a single lump sum within five (5) days deemed to have terminated 18 months after the date of such terminationtermination of her employment; and
(viii) Subject If and to Executive’s election of COBRA continuation coverage under the extent that the Employee is able to continue his/her participation in the Company’s group health plan, on and/or dental insurance from and after the first regularly scheduled payroll date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, for each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in pursuant to this clause (viii) shall cease earlier than the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any comparable health and dental benefits as with a result of subsequent employment or service employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in clauses (i), (ii) through ), and (viii) above (collectively, the “Severance Benefits”) shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Confidentiality Agreement or the Release Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth in this Section 8(d). For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 1 contract
Samples: Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s Employee's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, and provided that subsection vi of this Section 6(d) does not apply, the Company shall pay the following amounts to death or Disability), Executive shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (a) the period ending on the last day of the Initial Term; or (b) the end of the 36-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent and in the amount bonuses had been paid in the year prior to termination.
iv) Five hundred thousand shares of Biomoda Common Stock.
v) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year that has ended time during the twelve-month period prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of until the Company, but in no event later than the date that is two and one-half earlier of: (2½a) months following the last day of the fiscal year period during which Employee receives payment in which such termination occurred;
accordance with clause (iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to above; (Ab) the Annual Bonus otherwise Employee's death (provided that benefits payable to Executive for the fiscal year in which such termination occurredEmployee's beneficiaries shall not terminate upon Employee's death); or (c) with respect to any particular plan, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fractionprogram or arrangement, the numerator date Employee becomes covered by a comparable benefit provided by a subsequent employer.
vi) Employee understands that at the time of which signing this Employment Agreement the Company is the number of days elapsed a development corporation without revenues and as such, from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixtytime-five (365) (to-time may be without operating funds to pay Employee full or three hundred sixty-six (366)partial salary under this Agreement, as applicable), which amount shall be paid at such defined in Section 5(e) as the Development Period of Company. Employee has no right to compensation or payment during any period of time annual bonuses are paid to other senior executives of in the Company, but in no event later than Development Period when the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, howeverCompany lacks operating funds. Furthermore, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance Employee terminates his or her employment relationship with the Company’s regular payroll practices; providedCompany during such a Development Period when the Company lacks operating funds, howeverthis contract is void and his or her rights under this contract and Section 6(d) are similarly void and unenforceable. If and when operating funds become available, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in pay Employee all compensation and back pay due. In the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Causeis sold or transferred, except as set forth in this subsection (vi) of Section 7(e), Executive 6(d) shall have no further rights to any compensation or any other benefits under this Agreementbe void and unenforceable.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject The Applicable Severance Benefits, payable (x) as to satisfaction 75% thereof in substantially equal installments over the twelve (12) month period following the date of Employee’s termination, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the twelve (12) month period following the date of Employee’s termination with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above in this subsection (iii), that portion of the performance objectives applicable Applicable Severance Benefits remaining unpaid as of December 31, 2017, following such termination shall be paid to Employee, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(d)(iii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination;
(iv) An amount equal to (A) 200% of Employee’s Base Salary, less (B) the Applicable Severance Benefits, less (C) an amount equal to all Prior Prepaid Severance Installments received, payable (x) as to 75% thereof in substantially equal installments over the twelve (12) month period following the date of Employee’s termination, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, if the payment remains unpaid as of the last day of the calendar year following the end of the calendar year in which the date of Employee’s termination occurs it shall be paid to Employee on such date;
(A) An amount equal to 150% of Employee’s Annual Bonus (determined using the greater of (1) the target Annual Bonus for the fiscal year in which such termination occurs and (2) the actual Annual Bonus for the fiscal year in which such termination occurs), an such amount to be paid over the twelve (12) month period following the date of Employee’s termination; and
(B) Upon the expiration of the Restricted Period, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 50% of Employee’s Annual Bonus (Adetermined using the greater of (1) the target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurredoccurs and (2) the actual Annual Bonus for the fiscal year in which such termination occurs); provided, assuming Executive had remained employed through however, if the applicable payment remains unpaid as of the last day of the calendar year following the end of the calendar year in which the date of Employee’s termination occurs it shall be paid to Employee on such date;
(and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by vi) A pro rata Annual Bonus (Bdetermined using the target Annual Bonus for the fiscal year in which such termination occurs) a fraction, the numerator of which is based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over within five (5) business days of such termination;
(vii) To the Severance Termextent permitted by applicable law and without penalty to the Company, (A) continuation of the health benefits provided to Employee and his covered dependants under the Company health plans as of the date of such termination at the same cost applicable to active employees until the earlier of: (1) the expiration of the eighteen (18) month period following the date of Employee’s termination, or (2) the date Employee commences employment with any Person, and payable (B) following the expiration of the continuation period in (A) above, Employee shall be entitled to continue participating in the Company’s (or, in the discretion of the Company, an Affiliate’s) health plans (as in effect from time to time) in respect of Employee and his covered dependents, at Employee’s sole expense and availability of coverage in accordance with the policies of the insurance provider, until the earliest to occur of (x) the date Employee (or a covered dependent, as applicable) attains age 65; provided, that, in the event that a covered dependent turns 65, Employee’s ability to maintain coverage under the Company’s regular payroll practicesor Affiliate’s health plans shall only terminate with respect to Employee’s covered dependent, (y) the date on which Employee (or a covered dependent, as applicable) becomes eligible to receive coverage under any other health plan provided by a new employer; provided, that, in the event that a covered dependent receives coverage under any other such health plan, Employee’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to such covered dependent, and (z) the date on which Employee breaches any of the terms of this Agreement; and
(viii) (A) Vesting, as of the date of such termination, of all Awards, other than (1) Awards under the Company’s 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the 2004 Plan”), the vesting of which shall continue to be governed by the terms of the 2004 Plan and any related grant agreement, and (2) Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, which shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods; provided, however, if such termination is a CIC Qualified Terminationthe eligibility for continued vesting based on performance shall immediately cease, such amount and all Awards shall instead be payable forfeited, in a single lump sum within five the event that Employee violates any provision of the restrictive covenants set forth herein, and (5B) days any Awards that are stock options shall remain outstanding until the earliest of such termination; and
(vx) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planexercise, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (vy) shall cease earlier than the expiration of the Severance Term in original term, and (z) the event that Executive becomes eligible to receive any health benefits as a result six-month anniversary of subsequent employment or service during the Severance Termdate of Employee’s termination. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled toto the following, subject to adjustment under Section 8(i) below:
(i) The the Accrued Obligations;
(ii) Any any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the CompanyEmployee had no such termination occurred, but in no event later than the date that is two and one-half (2½) months following the last day end of the fiscal year in to which such termination occurredthe Annual Bonus relates;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times multiplied by the sum of Employee’s Base Salary and plus target Annual Bonus amount for the Target Annual Bonusfiscal year during which such termination occurs, such amount to be paid payable in substantially equal payments over installments during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such ;
(iv) an additional amount shall instead be payable in a single lump sum within five (5) days of such terminationequal to $45,000; and
(v) Subject notwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to Executivethe contrary, all equity awards that have not otherwise vested shall vest, and applicable restrictions shall lapse, immediately upon such termination. For purposes of this subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee during the two (2) year period following a Change in Control shall be deemed to constitute a termination without Cause, such that upon receipt of such Notice of Non- Extension by Employee, Employee shall be deemed to have waived the required notice period set forth in Section 2 above, and Employee’s election employment hereunder shall be deemed to have been terminated without Cause as of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment receipt of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Termsuch notice. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (viv) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 10 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The If, during the Term, the Company may terminate Executiveterminates Employee’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to for Cause or the occurrence of Employee’s death or Disability), Executive Employee shall be entitled to:
to continue to receive (i) The Accrued Obligations;
any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) Any unpaid Annual any Bonus in respect of any completed for the fiscal year that has ended prior to through the date of effectiveness of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Companyextent earned, but in no event later than the date that is two and onepro-half rated (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied based on a percentage defined by (B) a fraction, the numerator of which is the number of days elapsed from during the commencement of such fiscal year prior and through the date of such termination effectiveness of the termination, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366)), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives payable following the completion and filing of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target’s annual audited financial statements, and (yiii) an amount equal to (I) the amount referenced in clause lesser of (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Employee’s Base Salary and that would have been paid from the Target Annual Bonusdate of effectiveness of such termination through the end of the Term or (B) Employee’s Base Salary in effect as of the date of effectiveness of such termination, or (II) if greater, at least six (6) months of Employee’s Base Salary in effect as of the date of effectiveness of such amount to termination (in the case of clause (iii), Employee’s Base Salary will be paid in substantially equal periodic payments over the Severance Term, and payable in accordance with which correspond to the Company’s regular payroll practicesperiods); providedprovided that any payments set out in clauses (i), however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5ii) days of such termination; and
and (v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (viii) shall cease earlier than the expiration only be made so long as Employee is not in breach of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result this Agreement and shall be net of subsequent employment or service during the Severance Termappropriate tax and other withholdings,. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and benefits described delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in clauses a form provided by the Company (iiwhich General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) through assuming such General Release is not revoked during such seven (v7) above day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall immediately terminate, and not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits Employee under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives of the Company, but in Employee had no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject The Applicable Severance Benefits, payable (x) as to satisfaction 75% thereof in a lump sum within ten (10) business days of such termination, and (y) as to 25% thereof, subject to Employee’s compliance during the Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above, that portion of the performance objectives applicable Applicable Severance Benefits remaining unpaid as of December 31, 2017, following such termination shall be paid to Employee, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(d)(iii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination;
(A) An amount equal to 150% of Employee’s Annual Bonus (determined using the greater of (1) the target Annual Bonus for the fiscal year in which such termination occurs and (2) the actual Annual Bonus for the fiscal year in which such termination occurs), an such amount to be paid in a lump sum within ten (10) business days of such termination; and
(B) Upon the expiration of the Restricted Period, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 50% of Employee’s Annual Bonus (Adetermined using the greater of (1) the target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through occurs and (2) the applicable payment date actual Annual Bonus for the fiscal year in which such termination occurs);
(and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by v) A pro rata Annual Bonus (Bdetermined using the target Annual Bonus for the fiscal year in which such termination occurs) a fraction, the numerator of which is based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonustermination, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) business days of such termination; and;
(vvi) Subject Continuation of the health benefits provided to Executive’s election of COBRA continuation coverage Employee and his covered dependants under the Company’s group Company health plan, on plans as of the first regularly scheduled payroll date of each month during such termination at the Severance Term, payment of an amount equal same cost applicable to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for until the same coverage; provided, that the payments described in this clause earlier of: (vA) shall cease earlier than the expiration of the Severance Term in Term, or (B) the event that Executive becomes eligible date Employee commences employment with any Person; and
(vii) Vesting, as of the date of such termination, of all Awards (other than the Special Equity Grant, which shall be governed by Section 4(e)(vii)), and any Awards which are stock options shall remain outstanding until the earliest of (x) exercise, (y) the expiration of the original term and (z) the day prior to receive any health benefits as a result the second anniversary of subsequent employment or service during the Severance Termdate of termination. Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through (v) above shall immediately terminatecease, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 21/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable A pro-rata bonus for the fiscal year in which such termination occurs, an amount equal to computed as the product of (Ax) the Annual Bonus otherwise payable to Executive for the fiscal in respect of such year in which such termination occurred, assuming Executive had remained employed through the applicable payment date and (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (By) a fraction, the numerator of which is the number of days elapsed from in the commencement of such current fiscal year through the date of such termination termination, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 21/2 months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iv) An amount equal to the Severance Multiplier times the sum Continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the health benefits provided to Employee and his covered dependants under the difference between Company’s health plans, it being understood and agreed that (A) Employee shall be required to pay that portion of the monthly COBRA premium cost of such health benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the monthly contribution paid by active employees for foregoing, the same coverage; provided, that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA (in which case, the Company shall pay the applicable portion of Employee’s COBRA premiums in connection therewith). Notwithstanding the foregoing, the payments and benefits described in clauses subsections (ii) through ), (viii), and (iv) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Spheris Inc.)
Termination by the Company Without Cause. Termination by Employee for --------------------------------------------------------------------- Good Reason. -----------
(a) The Company may shall have the right to terminate Executive’s this Agreement without Cause (as defined below) upon ninety (90) days' notice to Employee. If Employee's employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Employee for "Good Reason" (as defined below) (other than due to a termination involving a Change of Control or by reason of death or Disabilitydisability), Executive the Company shall be entitled topay Employee at the time of such termination the following severance benefits for a three (3) year period following the date of termination, if such termination occurs on or before December 31, 2000, and for a two (2) year period following the date of termination if such termination occurs after such date:
(i) The Accrued ObligationsAnnual base salary at the rate in effect immediately prior to the termination date;
(ii) Any unpaid Annual Bonus payable in respect of any completed fiscal year that has ended such amount as would be payable to Employee had he been employed by the Company for the full Termination Period, at the target level in effect immediately prior to the date of termination date, assuming the Company had achieved targeted performance objectives for such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredperiod;
(iii) Subject During the Termination Period, the Company shall timely pay or provide to satisfaction Employee any other amounts or benefits required to be paid or provided or which Employee is eligible to receive under any plan or policy of the performance objectives applicable Company to the same extent that Employee would be eligible therefor if he were employed on a full-time basis by the Company in the capacity provided for herein during the fiscal year in which such termination occurs, an amount equal to Termination Period (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target"Other Benefits"), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if that should Employee be employed by another employer during the Termination Period and become entitled to receive Other Benefits from such termination is a CIC Qualified Terminationemployer, (x) any applicable performance objectives the Company's obligation to provide such Other Benefits hereunder shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.terminated;
(iv) An amount equal The Company shall make available to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid Employee post-placement services for corporate executives at levels customary for executives in substantially equal payments over the Severance Term, and payable Employee's position in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination's industry; and
(v) Subject to Executive’s election All of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal then outstanding Options (to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (vextent not then exercisable) shall cease earlier than immediately become exercisable and Employee may exercise the expiration Options in full in accordance with Section 7 of the Severance Term in the event that Executive becomes eligible to receive any health benefits Stock Option Agreement attached hereto as a result Exhibit A. ---------
(b) For purposes of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement., other than Section 6.6 hereof, "Good Reason" shall mean:
Appears in 1 contract
Termination by the Company Without Cause. The Company Employment Period ---------------------------------------- may terminate Executive’s employment be terminated at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause Cause. If the Company terminates the Employment Period without Cause, the Company shall have the following obligations to Executive (but excluding any other than due obligation to death Executive pursuant to this Agreement): (i) a continuation of his base salary (at the rate in effect at the time of such termination) for a period (the "Severance Period") commencing on the date of termination and ending on the later of (x) the second anniversary of the date of termination and (y) the fifth anniversary of the Effective Time (or Disabilitysuch later date to which the Employment Period had been extended), payable in accordance with the third sentence of Section 2.1, (ii) Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus eligible to continue to participate during the Severance Period on the same terms and conditions that would have applied had he remained in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives employ of the CompanyCompany during the Severance Period in all health, but in no event later than the date that is two medical, dental and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable other welfare plans provided to Executive for pursuant to Section 2.2 at the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date time of such termination and which are provided by the denominator Company to its employees following the date of which is three hundred sixty-five termination (365"Welfare Plans") and (or three hundred sixty-six (366), as applicable), which amount iii) the New Option shall be paid at such time annual bonuses are paid to other senior executives fully vested and exercisable as of the Companydate on which the Employment Period terminates, but and shall remain exercisable as if Executive remained in no event later than the date that is two and one-half (2½) months following the last day employ of the fiscal year in which such termination occurredCompany during the Severance Period; provided, however, if that the continuation of such termination is salary, welfare benefits and New Option exercisability shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) breach of the amount referenced covenants contained in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practicesSection 6 below; providedprovided further, however, if that Executive's eligibility to participate in the Welfare Plans shall cease at such termination time as Executive is offered comparable coverage with a CIC Qualified Terminationsubsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject plan had he been eligible to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal participate therein. Anything to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; providedcontrary herein notwithstanding in Section 5.2 or this Section 5.3, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations obligation to Executive with respect thereto, in continue to maintain any Welfare Plan solely as a result of the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination provisions of Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such terminationtermination from the Board. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) 2 1⁄2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices;
(iv) An amount equal to satisfaction the “applicable percentage” of the performance objectives monthly COBRA premium cost that Employee (and Employee’s covered dependents) would be required to pay to continue to participate in the Company’s health plans during the Severance Term, if they elected coverage (determined based on the COBRA premiums in effect as of the date of termination), payable in substantially equal monthly installments during the Severance Term; provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. The “applicable percentage” shall be the percentage of Employee’s (and Employee’s covered dependents’) premium costs that the Company was required to pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s health plans as of the date of termination; and
(v) Provided that applicable targets are achieved for the fiscal year in which such termination occursoccurs (with any individual and/or non-financial performance targets being disregarded for such purpose), an amount equal to (A) the a pro rata Annual Bonus otherwise payable to Executive for the such fiscal year in which such termination occurredyear, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is based on the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable)termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) 2 1⁄2 months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv) through and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive Employee materially breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Accrued Obligations and the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus Continuation of Employee’s Base Salary during the Severance Term, payable in respect of any completed fiscal year that has ended prior to accordance with the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives regular payroll practices of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;; and
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier eighteen (18) times the sum “applicable percentage” of Base Salary and the Target Annual Bonusmonthly COBRA premium cost applicable to Employee if Employee were to elect COBRA coverage in connection with such termination, such amount to be paid in eighteen (18) substantially equal payments over monthly installments following the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coveragetermination; provided, that the payments described in pursuant to this clause (viii) shall cease earlier than the expiration of the Severance Term eighteen (18) month period in the event that Executive Employee becomes eligible to receive any substantially similar health benefits benefits, including through a spouse’s employer, prior to the expiration of such period. For purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as a result of subsequent employment or service during the Severance Termdate of termination. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through and (viii) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in Section 9 hereofof the Non-Interference Agreement. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e8(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time hereunder may be terminated, without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated Cause (as defined below) by the Company without Cause upon seven (other than due to death or Disability), Executive shall be entitled to:
(i7) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior days written notice to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurredEmployee; provided, however, that if the Company terminates the Employee’s employment without Cause, the Company shall (i) continue to pay the Employee’s Salary for a period of six (6) months or until such termination time as the Employee obtains substitute employment at not less than 75% of the Employee’s Salary hereunder as of the time of termination, whichever occurs first; (ii) provide the Employee with health insurance coverage for a period of six (6) months that is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal same or substantially similar to that provided to the Severance Multiplier times Employee while employed by the sum of Base Salary and Company at substantially the Target Annual Bonussame cost to the Employee; (iii) pay the Employee, such amount to be paid in substantially equal payments over the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days of such termination, for all accrued but unused vacation time earned through the date of termination; and
(iv) pay, within five (5) days of termination, the Employee the pro rata portion of his annual Bonus earned through the termination date; (v) Subject pay within five (5) days of termination all other accrued wages or bonuses including the balance due on the Promissory Note; (vi) take all necessary and reasonable action, in the ordinary course of business, to Executive’s election of COBRA continuation coverage under pay any other accrued employee benefits to the Employee, in accordance with the Company’s group health planEmployee Benefit Plans and as required under applicable state and federal laws; (vii) forfeit the Company’s repurchase rights to all Employee Restricted Stock under Section 3(c)(ii) and upon termination, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverageEmployee will become fully vested in such Employee Restricted Stock; provided, further, that notwithstanding anything to the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as contrary set forth in this Section 7(e10(a) of the Agreement, the Company and the Employee hereby acknowledge and agree that if the Merger Transaction does not occur as contemplated by the Merger Agreement, the Company shall have the right to terminate the Employee hereunder without cause and without any obligation to make any payment required under this Section 10(a)(i) – (vii), Executive shall have no further rights upon seven (7) days written notice to any compensation or any other benefits under this Agreementthe Employee.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company may terminate Executiveterminates the Employee’s employment at any time without Cause, effective upon delivery the Employee shall be entitled to Executive of written notice receive, as Employee’s exclusive right and remedy in respect of such termination. In , the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled topayment of:
(i) The all Accrued Obligations;Obligations (as defined below); plus
(ii) Any unpaid Annual at the time the Company pays its employees bonuses in accordancewith its general payroll policies, the Pro Rata Bonus in respect of any completed fiscal year that has ended prior to the date of such termination(as defined below), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;if any; plus
(iii) Subject severance pay equal to satisfaction twelve (12) months of the performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), Employee’s base salary as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day Date of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iv) An amount equal to the Severance Multiplier times the sum of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over the Severance Term, and Termination payable in accordance with the Company’s regular payroll practicespay schedule; provided, howeverplus
(iv) Twelve (12) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such termination is a CIC Qualified Terminationplans on the Date of Termination and timely elects continuation coverage, such amount shall instead be payable in a single lump sum within five (5) days provided that the Employee remits monthly premiums for the full cost of such terminationany health benefits; andplus
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of a cash payment each month during the Severance Term, payment twelve-month (12 month) period following the Date of an amount Termination equal to the difference between the full monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any medical and health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses clause (ii) through (viv) above shall immediately terminate, and minus the active employee cost of such coverage: provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to Executive the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Executive materially breaches any provision set forth in Section 9 hereof. Following applicable plans and award agreements will govern vesting, exercise periods and payments due under such termination applicable plans and award agreements; plus
(vii) three (3) months of Executive’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 7(e), Executive shall have (including an aggregate cost) with such assistance being commenced by the Employee no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 1 contract
Samples: Severance and Non Competition Agreement (Inventiv Health Inc)
Termination by the Company Without Cause. The Company may terminate ExecutiveEmployee’s employment at any time without Cause, effective upon delivery to Executive Employee’s receipt of written notice of such termination. In the event that ExecutiveEmployee’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of to any completed fiscal year that which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable Annual Bonus for the fiscal year of termination, pro-rated for the period of service in which the fiscal year of termination, to the extent applicable performance conditions are achieved for such termination occursfiscal year, an such amount equal to (A) be paid in a lump sum at the same time the Annual Bonus would otherwise payable to Executive for the fiscal year in which have been paid had such termination not occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is two and one-half (2½) 2 1/2 months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.;
(iv) An amount equal to the Severance Multiplier times the sum Continuation of payment of Base Salary and the Target Annual Bonus, such amount to be paid in substantially equal payments over during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, if such termination is it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a CIC Qualified Termination, such amount shall instead be payable in a single lump sum within five (5) days separate payment for purposes of such terminationSection 409A of the Code; and
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health planContinuation, on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal the medical benefits provided to Employee and his covered dependants under the difference between Company’s health plans in effect as of the monthly COBRA premium date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the monthly contribution paid by active employees for foregoing, the same coverage; provided, that the payments described in this clause (v) Company’s obligation to provide such continuation of benefits shall cease earlier than terminate prior to the expiration of the Severance Term in the event that Executive Employee becomes eligible to receive any health such or similar benefits as a result of subsequent employment while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that to the extent that the applicable Company health plan is self-insured and Employee qualifies as a “highly compensated individual” (within the meaning of Section 1OS (h) of the Code), such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii) through ), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive Employee with respect thereto, in the event that Executive materially Employee breaches any provision set forth in of Section 9 4 hereof. Following such termination of ExecutiveEmployee’s employment by the Company without Cause, except as set forth in this Section 7(e3(d), Executive Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Samples: Non Interference and Severance Agreement (United Maritime Group, LLC)
