Termination by the Executive for Good Reason or by the Company without Cause. In the event that the EXECUTIVE'S employment hereunder is terminated (i) by the COMPANY without Cause, (ii) by the EXECUTIVE for Good Reason, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE the following severance benefits (the "Severance Benefits"): (i) Annual Base Salary and other Compensation as set forth in Section 3 hereof that was earned up until the date of termination, as well as any unreimbursed expenses; (ii) Base Salary at one hundred percent (100%) of the annualized rate in effect on the date of termination, for twelve (12) months after termination of employment (the "Salary Continuation Period") payable as and when employees of the COMPANY are paid in accordance with normal payroll procedures; provided that in the event such termination is as a result of a Change in Control as defined in Section 6(b), below, then the Salary Continuation Period shall be eighteen (18) months. (iii) Any unpaid bonus the Board of Directors previously determined was earned by the EXECUTIVE, unless at the time of such determination the Board of Directors was not aware of facts which it reasonably would have taken into account had such facts been known. (iv) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated. (v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect as of the date of termination if permitted under the COMPANY'S or ETRIALS' plans until the earlier of the Salary Continuation Period or the date, or dates, that he becomes eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer, provided that if by the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than $10,000. (vi) Notwithstanding any COMPANY policy to the contrary, payment of up to sixty (60) days of accrued but unused vacation time for the period from the commencement of his employment with ETRIALS through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date shall be assumed by COMPANY. (vii) All unvested stock options granted to the EXECUTIVE that are scheduled to vest within a one (1) year period after the termination date shall immediately vest and remain exercisable for a period of one (1) year from the termination date and all other unvested options shall immediately terminate. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date. (viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.
Appears in 2 contracts
Samples: Employment Agreement (Cea Acquisition Corp), Employment Agreement (Cea Acquisition Corp)
Termination by the Executive for Good Reason or by the Company without Cause. The Executive may terminate this Agreement for Good Reason (as defined below). In the event that the EXECUTIVE'S Executive terminates this Agreement for Good Reason or the Company terminates the Executive’s employment hereunder is terminated without Cause the Executive shall be entitled to the following: (i) by any accrued but unpaid Base Salary through the COMPANY without Causetermination date, (ii) an amount equal to one month of Base Salary plus an additional one month of Base Salary for every six-month period that the Executive provides services during the Term (not to exceed four months); (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid Bonus for any period ended prior to the date of termination; (v) any earned but unpaid Bonus for the period in which termination occurs (to the extent it can be calculated); The term “Good Reason” shall mean: (i) a change in the Executive’s title or a diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such change or diminution); (ii) any reduction in compensation or material reduction in benefits of the Executive (unless the Executive has agreed to such reduction or as otherwise provided in this Agreement); (iii) the relocation of the Company’s offices more than 20 miles from their current location in Hallandale, Florida (unless the Executive has agreed to such relocation); or (iv) any other action or inaction that constitutes a material breach by the EXECUTIVE Company under this Agreement, it being understood that the Company’s failure to make any payments due under Section 4 is a material breach hereunder. Prior to the Executive terminating his employment with the Company for Good Reason, (iiiExecutive must provide written notice to the Company, within 90 days following the initial existence of such condition, that such Good Reason exists, setting forth in detail the grounds the Executive believes constitute Good Reason. If the Company does not cure the condition(s) by constituting Good Reason within 30 days following receipt of such notice, then the EXECUTIVE refusing to renew this Agreement Executive’s employment shall be deemed terminated for Good Reason, or (iv) by . The Executive shall receive the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE the following severance benefits (the "Severance Benefits"):
(i) Annual Base Salary and other Compensation as set forth in Section 3 hereof that was earned up until the date of termination, as well as any unreimbursed expenses;
(ii) Base Salary payments provided herein at one hundred percent (100%) of the annualized rate in effect on the date of termination, for twelve (12) months after termination of employment (the "Salary Continuation Period") payable as and when employees of the COMPANY are paid in accordance with normal payroll procedures; provided that in the event such termination is as a result of a Change in Control as defined in Section 6(b), below, then the Salary Continuation Period shall be eighteen (18) months.
(iii) Any unpaid bonus the Board of Directors previously determined was earned by the EXECUTIVE, unless at the time of such determination the Board of Directors was not aware of facts which it reasonably times he would have taken into account had such facts been knownreceived them if there was no termination.
(iv) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated.
(v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect as of the date of termination if permitted under the COMPANY'S or ETRIALS' plans until the earlier of the Salary Continuation Period or the date, or dates, that he becomes eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer, provided that if by the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than $10,000.
(vi) Notwithstanding any COMPANY policy to the contrary, payment of up to sixty (60) days of accrued but unused vacation time for the period from the commencement of his employment with ETRIALS through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date shall be assumed by COMPANY.
(vii) All unvested stock options granted to the EXECUTIVE that are scheduled to vest within a one (1) year period after the termination date shall immediately vest and remain exercisable for a period of one (1) year from the termination date and all other unvested options shall immediately terminate. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date.
(viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.
Appears in 1 contract
Samples: Employment Agreement (Fraud Protection Network, Inc.)
Termination by the Executive for Good Reason or by the Company without Cause. In the event that the EXECUTIVE'S Executive’s employment hereunder is terminated (i) by the COMPANY Executive for Good Reason or by the Company without Cause, and provided that the Executive has executed a written release to the Company in substantially the same form attached hereto as Exhibit B and the rescission period specified therein has expired, the Company shall, within forty-five (ii45) by days of the EXECUTIVE for Good ReasonTermination Date, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE pay the following amounts to the Executive; provided, however, that, if the 45-day period begins in one calendar year and ends in a second calendar year, the such severance benefits (payment shall be paid in the "Severance Benefits"):second calendar year:
(ia) as severance, an amount equal to the Executive’s then-current Annual Base Salary and other Compensation as set forth Salary, payable in Section 3 hereof that was earned up until equal installments, in accordance with the date of termination, as well as any unreimbursed expenses;Company’s regular payroll practices.
(iib) Base Salary at one hundred percent (100%) the cost and expense of the annualized rate Company, continued medical and dental insurance coverage for Executive and Executive’s eligible dependents on the same basis as in effect on immediately prior to the date of terminationTermination Date, for the earlier to occur of a period of twelve (12) months after termination from the Termination Date and the date on which Executive becomes eligible for similar benefits from a successor employer;
(c) Automatic acceleration of employment (the "Salary Continuation Period") payable as and when employees any unvested shares of the COMPANY are paid “Retention Grant” (as defined in Exhibit A) in accordance with normal payroll procedures; provided that in the event terms of the award agreement with respect to such termination is as a result of a Change in Control as defined in Section 6(b), below, then the Salary Continuation Period shall be eighteen (18) months.Retention Grant;
(iiid) Any unpaid bonus any Annual Base Salary earned but not paid through the Board of Directors previously determined was earned Termination Date;
(e) any reimbursable expenses incurred prior to the Termination Date by the EXECUTIVE, unless at Executive in accordance with Section 2.8 that have not been reimbursed by the time of such determination the Board of Directors was not aware of facts which it reasonably would have taken into account had such facts been known.
(iv) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated.
(v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect Company as of the date of termination if permitted under Termination Date;
(f) any compensation previously earned, paid to and deferred by the COMPANY'S or ETRIALS' plans until Executive (including any earnings thereon accrued to an account designated for the earlier benefit of the Salary Continuation Period or Executive) in accordance with the dateterms and conditions of any deferred compensation plan of the Company in which the Executive is participating as of the Termination Date, or datesin all cases, to the extent such deferred compensation and/or earnings thereon have vested as of the Termination Date; and
(g) any other unpaid amounts to which the Executive is entitled as of the Termination Date pursuant to Article II of this Agreement, including, without limitation, amounts that he becomes eligible for equivalent coverage and benefits the Executive is entitled to under any benefit plan of the plans and programs of a subsequent employer, provided that if by Company in accordance with the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than $10,000plan.
(vi) Notwithstanding any COMPANY policy to the contrary, payment of up to sixty (60) days of accrued but unused vacation time for the period from the commencement of his employment with ETRIALS through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date shall be assumed by COMPANY.
(vii) All unvested stock options granted to the EXECUTIVE that are scheduled to vest within a one (1) year period after the termination date shall immediately vest and remain exercisable for a period of one (1) year from the termination date and all other unvested options shall immediately terminate. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date.
(viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.
Appears in 1 contract
Termination by the Executive for Good Reason or by the Company without Cause. In the event that the EXECUTIVE'S employment hereunder is terminated (i) by the COMPANY without Cause, (ii) by the EXECUTIVE for Good Reason, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE the following severance benefits (the "Severance Benefits"):
(i) Annual Base Salary and other Compensation as set forth in Section 3 hereof that was earned up until the date of termination, as well as any unreimbursed expenses;
(ii) Base Salary at one hundred percent (100%) of the annualized rate in effect on the date of termination, for twelve (12) months after termination of employment (the "Salary Continuation Period") payable as and when employees of the COMPANY are paid in accordance with normal payroll procedures; provided that in the event such termination is as a result of a Change in Control as defined in Section 6(b), below, then the Salary Continuation Period shall be eighteen (18) months.
(iii) Any unpaid bonus the Board of Directors previously determined was earned by the EXECUTIVE, unless at the time of such determination the Board of Directors was not aware of facts which it reasonably would have taken into account had such facts been known.
(iv) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated.
(v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect as of the date of termination if permitted under the COMPANY'S or ETRIALS' plans until the earlier of the Salary Continuation Period or the date, or dates, that he becomes eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer, provided that if by the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than $10,000.
(vi) Notwithstanding any COMPANY policy to the contrary, payment of up to sixty (60) days of accrued but unused vacation time for the period from the commencement of his EXECUTIVE's employment with ETRIALS the COMPANY through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date shall be assumed by COMPANY.
(vii) All unvested stock options granted to the EXECUTIVE that are scheduled to vest within a one (1) year period after the termination date shall immediately vest and remain exercisable for a period of one (1) year from the termination date and all other unvested options shall immediately terminate. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date.
(viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.
Appears in 1 contract
Termination by the Executive for Good Reason or by the Company without Cause. In If the event that the EXECUTIVE'S Executive’s employment hereunder is terminated (i) by the COMPANY Executive for Good Reason or by the Company without Cause, (ii) by the EXECUTIVE for Good Reason, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE the following severance benefits (the "Severance Benefits")::
(i) the Company shall pay to the Executive, within 10 days following the Date of Termination, a lump sum amount in cash equal to the sum of:
(A) the Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid;
(B) an amount equal to the target Bonus for the year prior to the Date of Termination, to the extent such Bonus has been earned but not paid, and other Compensation for the year that includes the Date of Termination, the target Bonus multiplied by a fraction, the numerator of which shall be the number of days from the beginning of such year to and including the Date of Termination and the denominator of which shall be three hundred and sixty-five (365); and
(C) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid. The amounts specified in clauses (A), (B) and (C) hereof shall be hereinafter referred to as set forth in Section 3 hereof that was earned up until the date of termination, as well as any unreimbursed expenses“Accrued Obligations”;
(ii) Base Salary at subject to the Executive’s continued compliance with Section 9 hereof, the Company shall pay to the Executive, within 10 days following the Date of Termination, a lump sum amount, in cash, equal to one hundred percent times (100%) two and one-half times if the Date of the annualized rate in effect Termination occurs on or after the date of termination, for twelve (12) months after termination of employment (the "Salary Continuation Period") payable as and when employees of the COMPANY are paid in accordance with normal payroll procedures; provided that in the event such termination is as a result of a Change in Control Control) the sum of the Final Average Salary and the Final Average Bonus, where (A) the “Final Average Salary” means the average of the Executive’s Annual Base Salary as defined in effect for each of the three years preceding the Date of Termination (or, if shorter, the number of years from the Effective Date to the Date of Termination) and (B) the “Final Average Bonus” means the average of the Bonuses awarded to the Executive pursuant to the Annual Incentive Program with respect to the three years preceding the Date of Termination (or, if shorter, the number of years from the Effective Date to the Date of Termination, and provided that, until such time as Executive has received a Bonus with respect to 2004, the Final Average Bonus shall be deemed to be 70% of the Executive’s Annual Base Salary as then in effect); provided, however, that if the Executive is found in breach of the requirements in Section 6(b)9(b) of this Agreement, belowshe shall repay to the Company a pro-rata share of the lump sum to coincide with the period of time she was not in compliance with Section 9 (that is, then the Salary Continuation Period lump sum shall be eighteen (18) months.
(iii) Any unpaid bonus multiplied by a fraction, the Board denominator of Directors previously determined was earned by the EXECUTIVE, unless at the time of such determination the Board of Directors was not aware of facts which it reasonably would have taken into account had such facts been known.
(iv) The COMPANY shall pay a pro rata share (based on is the number of days the Executive was required to comply with Section 9(b), and the numerator of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on is the number of days of the Executive was not in compliance, and the Executive shall repay that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated.
(v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect as of the date of termination if permitted under the COMPANY'S or ETRIALS' plans until the earlier of the Salary Continuation Period or the date, or dates, that he becomes eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer, provided that if by the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than $10,000.
(vi) Notwithstanding any COMPANY policy amount to the contrary, payment of up to sixty Company) (60) days of accrued but unused vacation time for the period from the commencement of his employment with ETRIALS through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date shall be assumed by COMPANY.
(vii) All unvested stock options granted to the EXECUTIVE that are scheduled to vest within a one (1) year period after the termination date shall immediately vest and remain exercisable for a period of one (1) year from the termination date and all other unvested options shall immediately terminate. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date.
(viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.“Repayment”); and
Appears in 1 contract
Samples: Employment Agreement (Usec Inc)
Termination by the Executive for Good Reason or by the Company without Cause. In the event that the EXECUTIVE'S Executive’s employment hereunder is terminated (i) by the COMPANY Executive for Good Reason or by the Company without Cause, and provided that the Executive has executed a written release to the Company in substantially the same form attached hereto as Exhibit B and the rescission period specified therein has expired, the Company shall, within forty-five (ii45) by days of the EXECUTIVE for Good ReasonTermination Date, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE pay the following amounts to the Executive; provided, however, that, if the 45-day period begins in one calendar year and ends in a second calendar year, the such severance benefits (payment shall be paid in the "Severance Benefits"):second calendar year:
(ia) as severance, a multiple of the Executive’s then-current level of Annual Base Salary plus then-current level of target bonus under the EMIP (or its equivalent at the Termination Date), as set forth below, payable in accordance with regular Company payroll practices: Commencement Date through the day prior to the first anniversary of the Commencement Date Three times (3X) First anniversary of Commencement Date through the day prior to the second anniversary of the Commencement Date Two times (2X) Second anniversary of Commencement Date through the day prior to the fifth anniversary of the Commencement Date One times (1X) Fifth anniversary of Commencement Date and other Compensation thereafter Zero times (0X) (i.e., no special severance payment under the terms of this Agreement)
(b) A lump sum payment, equal to an amount equivalent to the cost, at the Termination Date, of insurance premiums sufficient to pay for the continuation of medical and dental insurance for the applicable severance period, as set forth in Section 3 hereof that was earned up until the date of terminationabove table, as well as any unreimbursed expenses;
(ii) Base Salary at one hundred percent (100%) of the annualized rate in effect based on the date of termination, for twelve (12) months after termination of employment (the "Salary Continuation Period") payable as coverage level and when employees of the COMPANY are paid coverage options in accordance with normal payroll procedures; provided that in the event such termination is as a result of a Change in Control as defined in Section 6(b), below, then the Salary Continuation Period shall be eighteen (18) months.
(iii) Any unpaid bonus the Board of Directors previously determined was earned by the EXECUTIVE, unless place at the time of such determination the Board of Directors was not aware of facts which it reasonably would have taken into account had such facts been known.Executive’s employment termination date;
(ivc) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) Automatic acceleration of any performance bonus based on performance unvested Signing Bonus awards; all other unvested equity awards held by Executive would be treated in accordance with the terms of the COMPANY for applicable award agreement;
(d) any Annual Base Salary earned but not paid through the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share Termination Date;
(based on the number of days of that year before and after terminatione) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that reimbursable expenses incurred prior to termination of employment, the EXECUTIVE'S behavior was inconsistent Termination Date by the Executive in accordance with such criteria, or (y) Section 2.9 that have not been reimbursed by the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated.
(v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect Company as of the date of termination if permitted under Termination Date;
(f) any compensation previously earned, paid to and deferred by the COMPANY'S or ETRIALS' plans until Executive (including any earnings thereon accrued to an account designated for the earlier benefit of the Salary Continuation Period or Executive) in accordance with the dateterms and conditions of any deferred compensation plan of the Company in which the Executive is participating as of the Termination Date, or datesin all cases, to the extent such deferred compensation and/or earnings thereon have vested as of the Termination Date; and
(g) any other unpaid amounts to which the Executive is entitled as of the Termination Date pursuant to Article II of this Agreement, including, without limitation, amounts that he becomes eligible for equivalent coverage and benefits the Executive is entitled to under any benefit plan of the plans and programs of a subsequent employer, provided that if by Company in accordance with the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than $10,000plan.
(vi) Notwithstanding any COMPANY policy to the contrary, payment of up to sixty (60) days of accrued but unused vacation time for the period from the commencement of his employment with ETRIALS through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date shall be assumed by COMPANY.
(vii) All unvested stock options granted to the EXECUTIVE that are scheduled to vest within a one (1) year period after the termination date shall immediately vest and remain exercisable for a period of one (1) year from the termination date and all other unvested options shall immediately terminate. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date.
(viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.
Appears in 1 contract
Termination by the Executive for Good Reason or by the Company without Cause. In the event that the EXECUTIVE'S employment hereunder is terminated (i) by the COMPANY without Cause, (ii) by the EXECUTIVE for Good Reason, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, provided that the EXECUTIVE is then willing and able to renew the Agreement on similar terms and conditions, then the COMPANY shall provide the EXECUTIVE the following severance benefits (the "Severance Benefits"):
(i) Annual Base Salary and other Compensation as set forth in Section 3 hereof that was earned up until the date of termination, as well as any unreimbursed expensesexpenses as provided for in Section 4(b);
(ii) Base Salary at one hundred percent (100%) of the annualized rate in effect on the date of termination, for twelve eighteen (1218) months after termination of employment (the "Salary Continuation Period") payable as and when employees of the COMPANY are paid in accordance with normal payroll procedures; provided provided, however, that in if the event such termination is as a result of a Change in Control as defined in Section 6(baggregate payments under this clause (ii), belowtogether with any other payments due upon the EXECUTIVE’s termination of service which would provide for a deferral of compensation within the meaning of Section 409A of the Code, would exceed the Cap Amount, then payment of the EXECUTIVE’s Base Salary Continuation Period hereunder shall instead commence on the first normal payroll date that falls after the six month anniversary of the EXECUTIVE’s termination of employment, with the amounts that would otherwise have been payable during such six (6) month period being payable in a single lump payment at the time the first payment is made hereunder. For purposes of this Agreement, the term “Cap Amount” means two (2) times the lesser of (i) the sum of the EXECUTIVE’s annualized compensation based upon the annual rate of pay for services provided to the COMPANY during the EXECUTIVE’s taxable year preceding the taxable year in which the EXECUTIVE’s termination of service occurred, or (ii) the maximum amount which may be eighteen (18taken into account under a qualified plan pursuant to Section 401(a)(17) monthsof the Code for the taxable year in which the EXECUTIVE’s termination of service occurred.
(iii) Any unpaid bonus the Board of Directors previously determined was earned by the EXECUTIVE, unless at the time of such determination the Board of Directors was not aware of facts related to the determination of whether EXECUTIVE met financial objectives for earning the bonus which it reasonably would have taken into account had such facts been known.;
(iv) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. PaymentPayment pursuant to clauses (iii) and (iv), if any, shall be made at the time the bonuses would have been paid had employment not terminated., as provided for in Section 3(b);
(v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical group health plans, disability insurance, life insurance and dental benefit planssimilar welfare benefits, programs and policies in effect as of the date of termination if permitted under the COMPANY'S or ETRIALS' plans until the earlier of the Salary Continuation Period or the date, or dates, that he becomes eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer, provided that if by the terms of such benefit plans, the EXECUTIVE or his family cannot be covered after termination of employment, the COMPANY shall make reasonable efforts to obtain or pay for equivalent coverage for the EXECUTIVE, provided the EXECUTIVE and his family are insurable and further provided that the COMPANY shall not be required to pay more than Ten Thousand Dollars ($10,000.), provided that in no event shall a payment be made hereunder after the end of the EXECUTIVE’s second taxable year following the year in which the EXECUTIVE’s employment terminated;
(vi) Notwithstanding any COMPANY policy to the contrary, payment of up to sixty (60) days of accrued but unused vacation time for the period from the commencement of his employment with ETRIALS through the EXECUTIVE'S effective date of termination. Accrued but unused vacation time for periods prior to the Closing Date , which payment shall be assumed by COMPANY.made no later than the date that is two and one-half (2½) months after the end of the calendar year in which the effective date of termination occurs; and
(vii) All unvested stock options and restricted stock granted to the EXECUTIVE that are scheduled to vest within a one an eighteen (118) year month period after the termination date shall immediately vest and remain exercisable for a period of one eighteen (118) year months from the termination date or, if less, until the original final termination date of such option as provided for in the stock option agreement between the EXECUTIVE and the COMPANY, and all other unvested options shall immediately terminateterminate and such option shall become a nonqualified stock option for tax purposes if it was not already a nonqualified option. Any vested options shall be exercisable on a cashless basis for a period of ninety (90) days following the termination date.
(viii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise.
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