Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts: (1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and (2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company; (3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and (4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program. (b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 4 contracts
Samples: Separation Agreement (Ekso Bionics Holdings, Inc.), Employment Agreement (Ekso Bionics Holdings, Inc.), Employment Agreement (Ekso Bionics Holdings, Inc.)
Termination by the Executive for Good Reason. (a) The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if:
(1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated;
(2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this Agreement at any time for Good Reasonsubsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;
(3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as hereinafter defined. In amended), which person or group includes neither the event Executive nor the holders of termination under this Section 4.2the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be entitled permitted to receive all amounts payable upon termination terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;
(4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 4.1 and7(d), subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
then (1) the Company shall continue to pay to the Executive severance his salary as provided in Section 3(a) hereof through the form end of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”)current Term; and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay continue to provide to the Executive an amount equal to such Annual Bonus pro rated for the portion benefits provided in Section 6 hereof through the end of the performance year completed before current Term; and (3) all of the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable options granted to the Executive had the Executive remained employed by the Company;
(3) any hereunder to purchase shares of the Executive’s common stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by of the Company shall become vested vest immediately and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration term of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) option shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) continue for the duration period specified in the option had the employment of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programbeen so terminated.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 4 contracts
Samples: Executive Employment Agreement (Meridian Waste Solutions, Inc.), Executive Employment Agreement (Meridian Waste Solutions, Inc.), Executive Employment Agreement (Meridian Waste Solutions, Inc.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time the Service Period for Good Reason within ninety (90) days following the initial existence of the circumstances giving rise to Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 terms and 7 conditions of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”Section 4(b)(iv); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, the term “Good Reason” shall mean any mean, unless the Executive shall have consented in writing thereto, (i) the Executive’s demotion, loss of title in part or in whole, removal as a director of the following Company or the Bank, loss of office, or reduction of authority, the failure by the stockholders to elect the Executive as a director of the Company or the obligation of Executive to report to any senior officer rather than directly to the Board, (without ii) a reduction in the Executive’s express base salary, (iii) relocation of the Executive’s primary work location more than twenty (20) miles from 0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, (iv) a material diminution of the Executive’s responsibilities, or (v) any material breach of this Agreement by the Company, including, without limitation, the failure to pay the Executive any amount when due and payable, pursuant to this Agreement, except in the event of a bona fide dispute regarding reimbursement of business expenses, provided, that the Executive shall have delivered written consent):notice to the Company, within thirty (30) days of the initial existence of the circumstances giving rise to Good Reason, of the Executive’s intention to terminate the Service Period for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Executive’s right to terminate the Service Period for Good Reason, and the Company shall not have cured such circumstances within thirty (30) days following the Company’s receipt of such notice; provided, however, that any breach by the Company of a payment obligation hereunder must be cured within five (5) days (rather than the foregoing 30 days) following the Company’s receipt of such notice. If, following such thirty (30)-day period (or such five (5)-day period, as applicable), the Company has not cured such circumstances and the Executive decides to proceed with the termination of the Service Period for Good Reason, such a termination will be effected by providing the Company with a Notice of Termination, which Notice of Termination shall be effective as of the date given, without any further right to cure by the Company.
Appears in 3 contracts
Samples: Employment Agreement (Broadway Financial Corp \De\), Employment Agreement (Broadway Financial Corp \De\), Employment Agreement (Broadway Financial Corp \De\)
Termination by the Executive for Good Reason. (a) The Notwithstanding any other provision of this Agreement, the Executive may terminate his employment under this Agreement hereunder at any time during the Term of Employment for Good Reason, as hereinafter definedReason by giving thirty (30) days’ prior written notice to the Company that the Executive intends to terminate his employment for Good Reason and setting forth the basis of the Good Reason with reasonable specificity. In the event of a termination under this Section 4.2by the Executive for Good Reason, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 andentitled, subject to in consideration of the Executive’s continued compliance with Sections 5obligations under Section 8 and in lieu of any other compensation and benefits whatsoever, 6 and 7 of this Agreement, in addition to such amountsto:
(1a) the Company shall pay an amount equal to the Executive severance in the form of salary continuation at two (2) times the Executive’s annual Base Salary at the rate in effect on at the time of his termination, which shall be paid out in equal installments over twenty-four (24) months from the date of termination at the Executive’s employment termination, subject to same frequency as the Company’s regular payroll practices and required withholdings, for a period of twelve payments;
(12b) months commencing on earned but unpaid Base Salary through the effective date of termination of employment (the “Severance Period”); andemployment;
(2c) if and to the extent the Milestones are achieved for the any Annual Bonus for earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which the Severance Period commences termination occurs, but not yet paid;
(or, in the absence d) reimbursement for expenses incurred but not paid prior to such termination of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay employment pursuant to the Executive Section 5.1;
(e) an amount equal to such Annual Bonus pro rated for the portion any accrued but unused vacation or other paid time off as of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Companytermination of employment;
(3f) any such rights to other benefits as may be provided in applicable written plan documents and agreements of the Executive’s stock optionsCompany, restricted stock or similar incentive including, without limitation, documents and agreements defining equity instruments (collectivelyaward rights and applicable employee benefit plans and programs, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and according to the extent that the terms and conditions of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; andsuch documents and agreements;
(4g) for the duration continuation of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided insurance (including Exec-U-Care or substitute benefits) for the Executive was participating in such plan immediately prior and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within fifteen (15) days of the date of employment termination of employment. Any and provided further that all amounts owed by the terms Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of such sixty (60) days following the date of termination or the date(s) specified in the applicable written plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programdocuments or agreements.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 2 contracts
Samples: Executive Employment Agreement (Ameristar Casinos Inc), Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Executive for Good Reason. (a) The Executive may terminate his her employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, upon written notice by the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” for termination shall mean mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the following (without Executive’s express duties or responsibilities, other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written consent):notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the occurrence of such event constituting Good Reason, and (B) the Board of Trustees fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The Executive must terminate her employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company shall be defined to include any successor to the Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase, or otherwise.
Appears in 2 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Employer by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chairman of the Board;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, as hereinafter definedduties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Employer (i) shall pay the Executive shall be entitled (A) as promptly as practicable after the Termination Date, an amount equal to receive all amounts payable upon termination under Section 4.1 andany unpaid Salary, subject Bonus and benefits accrued through the Termination Date, together with an amount equal to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Average Bonus (1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date (including without Executive’s express written consent):limitation any SERP or other benefits) to have been employed by the Employer until the Expiration Date, with any vested stock options remaining exercisable until such date, provided they do not expire.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Employer by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chairman of the Board;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, as hereinafter definedduties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Employer (i) shall pay the Executive shall be entitled (A) as promptly as practicable after the Termination Date, an amount equal to receive all amounts payable upon termination under Section 4.1 andany unpaid Salary, subject Bonus and benefits accrued through the Termination Date, together with an amount equal to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Average Bonus (1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans). In addition, the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration as of the Severance PeriodTermination Date, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date (including without Executive’s express written consent):limitation with respect to any SERP or other benefits and any unvested stock options) to have been employed by the Employer until the Expiration Date, with all vested stock options remaining exercisable until the Benefits Termination Date, provided they do not expire.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, upon written notice by the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” for termination shall mean mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the following (without Executive’s express duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written consent):notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such event constituting Good Reason, and (B) the Board fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company shall be defined to include any successor to the Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the non-renewal of the Employment Period at the end of the Initial Term or a Renewal Term does not constitute termination without Cause or resignation for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Notwithstanding any other provision of this Agreement, the Executive may terminate his or her employment under this Agreement hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.13 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason, as hereinafter defined. In the event of a termination under this Section 4.2by the Executive for Good Reason, the Executive shall be entitled to receive all amounts payable upon termination entitled, in consideration of the Executive's obligations under Section 4.1 and10 and in lieu of any other compensation and benefits whatsoever, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amountsto:
(1a) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before two (2) times the Executive’s employment terminated, such payment to be made on 's annualized Base Salary at the date such Annual Bonus would have been payable to rate in effect at the Executive had the Executive remained employed by the Company;
(3) any time of the Executive’s stock options, restricted stock his or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment her termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) which shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised be paid out in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) equal installments for the duration of the Severance Period, Restriction Period at the Executive shall continue to be eligible to participate in (i) same frequency as the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.'s regular payroll payments;
(b) Except as hereinabove providedearned but unpaid Base Salary through the date of termination of employment;
(c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the Executive shall have no further rights under this Agreement or otherwise to receive entire calendar year preceding the calendar year in which termination occurs, but not yet paid;
(d) any other deferred compensation or benefits after bonuses, including interest or other credits on the deferred amounts, to the extent provided in written plan documents and agreements;
(e) reimbursement for expenses incurred but not paid prior to such termination for Good Reason. For of employment pursuant to Section 5.1;
(f) an amount equal to any accrued but unused vacation or other paid time off as of the purposes termination of employment;
(g) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements, and as further set forth in Sections 4.1 and 4.2 of this Agreement, “Good Reason” shall mean any ;
(h) continuation of the Executive's primary group health insurance (excluding Exec-U-Care or substitute benefits), at the Company's expense, for eighteen (18) months after the termination of employment or, at the Company's option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(i) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(e) and 6.4(f) shall be paid by the Company within sixty (60) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(d), 6.4(g) and 6.4(h) shall be paid at the later of sixty (60) days following (without Executive’s express the date of termination or the date(s) specified under the applicable written consent):plan documents or agreements.
Appears in 1 contract
Samples: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason” for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Vice President Operations of the Employer or in another position of similar scope, as hereinafter definedauthority and responsibility;
(ii) Material diminution in the nature or scope of the Executive’s responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved Termination Date for the Annual Bonus for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus Salary that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without ExecutiveEmployer’s express written consent):benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts (A) the payment of an amount equal to his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 ((A) and (B), collectively, the “Severance Amount”). In addition, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon termination under which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 4.1 and, subject 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Employment Agreement, in addition to such amounts:
and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason by giving written notice to the Company of the Executive’s intention to terminate his employment for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive Such written notice shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance describe with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
reasonable specificity (1a) the Company shall pay to particular act, acts, or omission that provides the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount basis for the Executive’s Annual Bonus termination for Good Reason; and (b) one or more reasonable and acceptable remedy(ies) for such year)act, the acts or omission. The Company shall pay be given thirty (30) calendar days from the receipt of such notice to cure such act, acts, or omission as stated in the Executive an amount equal to foregoing notice. During such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Periodcure period, the Executive shall continue to be eligible perform as set forth herein. If after thirty (30) calendar days, the Company is unable to participate in (i) cure such act, acts, or omission that was the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided written basis for termination by the Executive was participating for Good Reason the Executive shall terminate his employment with the Company under this Section 6.4. In the event of a termination for Good Reason, the Executive shall be entitled, in such plan immediately prior lieu of any other compensation and benefits whatsoever, to the following:
(a) in addition to any earned and non-paid Installment of Base Salary at the rate in effect at the time of his termination through the date of employment termination and provided further that of employment, an amount equal to three (3) months of Executive’s Base Salary in effect at the terms time of such plan do not prohibit such coverage continuation; and termination. However, should Executive terminate this Agreement under this provision during the final three (ii3) each other Benefit program months of the Term, then he shall be entitled to an amount equal to the extent permitted under Base Salary he would have received had the terms Term expired on its own accord.
(I) the forgoing amount (set out in Section 6.4 (a) above) shall be paid to Executive in equal monthly payments during the Restriction Period. The first of such program.the monthly payments shall be made upon satisfaction of the conditions set forth in Section 8.3;
(b) Except reimbursement for expenses incurred but not paid prior to such termination of employment;
(c) such rights to other payments and benefits as hereinabove providedmay be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs; and
(d) Executive shall have no further rights under this Agreement or otherwise be subject to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of Restricted Area and the following (without Executive’s express written consent):Restriction Period provision set forth herein in Sections 1.19 and 1.20 respectively.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) in exchange for Executive executing a release (in a reasonable form provided by the Company) in favor of the Company (the “Release”) within the applicable period under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days) and not subsequently revoking the Release, the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date of the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the 60th day following the effective date of termination of employment (the “Severance Period”); andprovided however, that if Executive does not execute the Release and such Release does not become irrevocable by the 60th day following the effective date of termination of employment, then no severance shall be due hereunder;
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Notwithstanding any other provision of this Agreement, the Executive may terminate his or her employment under this Agreement hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.13 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason, as hereinafter defined. In the event of a termination under this Section 4.2by the Executive for Good Reason, the Executive shall be entitled to receive all amounts payable upon termination entitled, in consideration of the Executive's obligations under Section 4.1 and10 and in lieu of any other compensation and benefits whatsoever, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amountsto:
(1a) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before two (2) times the Executive’s employment terminated, such payment to be made on 's Base Salary at the date such Annual Bonus would have been payable to rate in effect at the Executive had the Executive remained employed by the Company;
(3) any time of the Executive’s stock options, restricted stock his or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment her termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) which shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised be paid out in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) equal installments for the duration of the Severance Period, Restriction Period at the Executive shall continue to be eligible to participate in (i) same frequency as the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.'s regular payroll payments;
(b) Except as hereinabove providedearned but unpaid Base Salary through the date of termination of employment;
(c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the Executive shall have no further rights under this Agreement or otherwise to receive entire calendar year preceding the calendar year in which termination occurs, but not yet paid;
(d) any other deferred compensation or benefits after bonuses, including interest or other credits on the deferred amounts, to the extent provided in written plan documents and agreements;
(e) reimbursement for expenses incurred but not paid prior to such termination for Good Reason. For of employment pursuant to Section 5.1;
(f) an amount equal to any accrued but unused vacation or other paid time off as of the purposes termination of employment;
(g) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements, and as further set forth in Sections 4.1 and 4.2 of this Agreement, “Good Reason” shall mean any ;
(h) continuation of the Executive's group health insurance, at the Company's expense, for eighteen (18) months after the termination of employment or, at the Company's option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(i) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(e) and 6.4(f) shall be paid by the Company within sixty (60) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(d), 6.4(g) and 6.4(h) shall be paid at the later of sixty (60) days following (without Executive’s express the date of termination or the date(s) specified under the applicable written consent):plan documents or agreements.
Appears in 1 contract
Samples: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any means, in the absence of a written consent of the following Executive: (without i) a significant adverse and non-temporary change, diminution or reduction, for any reason, in the Executive’s express current authority, title, reporting relationship or duties as Chief Financial Officer, excluding for this purpose any action not taken in bad faith and that is remedied by the Company not more than thirty (30) days after receipt of written consent):notice thereof given by Executive; (ii) a reduction in the Base Salary; (iii) a material reduction in employee welfare and retirement benefits applicable to the Executive, other than any reduction in employee welfare and retirement benefits generally applicable to Company employees or as equally applied to executives in connection with an extraordinary decline in the Company’s fortunes; (iv) a reduction in the indemnification protection provided to the Executive herein or within the Company’s organizational documents; (v) the Board continuing, after reasonable notice from Executive, to direct Executive either: (I) to take any action that in the Executive’s good-faith, considered and informed judgment violates any applicable legal or regulatory requirement, or (II) to refrain from taking any action that in the Executive’s good-faith, considered and informed judgment is mandated by any applicable legal or regulatory requirement; (vi) the Board requiring the Executive to relocate outside of the New York City metropolitan area (exclusive of incidental travel for or on behalf of the Company); or (vii) a material breach by the Company of this Agreement. If circumstances arise giving the Executive the right to terminate this Agreement for Good Reason, the Executive shall within 90 days notify the Company in writing of the existence of such circumstances, specifically citing this Section 4(f), and the Company shall have 45 days from receipt of such notice within which to investigate and remedy the circumstances (“Good Reason Cure Period”), after which 45 days the Executive shall have an additional 45 days within which to exercise the right to terminate for Good Reason. If the Executive does not timely do so the right to terminate for Good Reason shall lapse and be deemed waived, and the Executive shall not thereafter have the right to terminate for Good Reason unless further circumstances occur giving rise independently to a right to terminate for Good Reason under this Section 4(f).
Appears in 1 contract
Samples: Employment Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement hereunder for Good Reason at any time for upon thirty (30) days prior written notice to the Board of Directors of the Company. Only the following shall constitute "Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to " for such amountstermination:
(1i) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed Failure by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), perform fully the terms of this clause Agreement other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and remedied by the Company promptly (3but not later than five (5) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; anddays) after receiving notice thereof from the Executive;
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program Any reduction in the Executive's Base Salary from the Company, unless such reduction is agreed upon in advance by the Executive;
(iii) The assignment to the extent permitted Executive of any duties inconsistent in any material respect with his position or with his authority, duties or responsibilities as President of the Company, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and remedied by the Company promptly (but not more than five (5) days) after receipt of notice thereof given by the Executive;
(iv) Failure by the Company to continue in effect any benefit, retirement or compensation plan (including all plans of any nature described in this Agreement) in which the Executive is participating as of the date hereof (or plans providing substantially similar or greater benefits), or the Company takes any action which would adversely affect the Executive's participation in or reduce the Executive's benefits under the terms any of such program.plans or deprive the Executive of any fringe benefit or perquisite enjoyed by the Executive as of the date hereof;
(bv) Except as hereinabove providedAny change, without the Executive's consent, in the place of the Executive's principal place of employment to a location more than fifty (50) miles outside the primary metropolitan statistical area including Washington, D.C.; or
(vi) Any failure by the Company to obtain an assumption and agreement to perform this Agreement by a successor to the Company. In such event, the Executive shall have no further rights obligations to the Company except his obligations under this Agreement or otherwise Section 7 hereof and shall be entitled to receive any other compensation or the termination benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):set forth in Section 5(d) above.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, upon written notice by the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” for termination shall mean mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the following (without Executive’s express duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written consent):notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such event constituting Good Reason, and (B) the Board of Trustees fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company shall be defined to include any successor to the Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the non-renewal of the Employment Period at the end of the Initial Term or the Renewal Term does not constitute termination without Cause or resignation for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good ReasonReason and, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 andin that event, subject to the Executive’s continued compliance with his obligations under Sections 56, 6 7 and 7 of this Agreement8 hereof, in addition shall be entitled to such amounts:
(1) the Company shall pay to all payments and benefits which the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable entitled to the Executive receive under Section 5(e) hereof as if termination had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by occurred thereunder and the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise obligation to receive any the Executive hereunder, other compensation or benefits after such termination for Good Reasonthan the Surviving Company Obligations. For the purposes of this Agreement, “Good Reason” shall mean any of only (A) the following (occurrence, without the Executive’s express written consent):consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (ix), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company of the occurrence of Good Reason within ninety (90) days following the date on which the Executive first knew or reasonably should have known of such occurrence and the Company shall not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay or provide to the Executive any compensation or benefits to which the Executive is entitled hereunder; (iv) (A) a material adverse change in the Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the assignment to the Executive of any duties or responsibilities that are substantially inconsistent with the Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles, or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in Boston, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement”), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; (viii) the provision of notice by the Company of non-renewal of this Agreement; or (ix) the failure to elect the Executive to, or the removal of the Executive from, the Board.
Appears in 1 contract
Samples: Executive Employment Agreement (LPL Investment Holdings Inc.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good ReasonReason and, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 andin that event, subject to the Executive’s continued compliance with his obligations under Sections 56, 6 7 and 7 of this Agreement8 hereof, in addition shall be entitled to such amounts:
(1) the Company shall pay to all payments and benefit’s which the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable entitled to the Executive receive under Section 5(e) hereof as if termination had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by occurred thereunder and the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise obligation to receive any the Executive hereunder, other compensation or benefits after such termination for Good Reasonthan the Surviving Company Obligations. For the purposes of this Agreement, “Good Reason” shall mean any of only (A) the following (occurrence, without the Executive’s express written consent):consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (viii), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company of the occurrence of Good Reason within ninety (90) days following the date on which the Executive first knew or reasonably should have known of such occurrence and the Company shall not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay or provide to the Executive any compensation or benefits to which the Executive is entitled hereunder; (iv) (A) a material adverse change in the Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the assignment to the Executive of any duties or responsibilities that are substantially inconsistent with the Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in San Diego, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement”), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; or (viii) the provision of notice by the Company of non-renewal of this Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (LPL Investment Holdings Inc.)
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason” for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Vice President Finance, as hereinafter definedSecretary and Treasurer of the Employer or in another position of similar scope, authority and responsibility;
(ii) Material diminution in the nature or scope of the Executive’s responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved Termination Date for the Annual Bonus for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus Salary that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without ExecutiveEmployer’s express written consent):benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company other than following a Former Employer Claim, (iii) by NAI-1535116251v3 the Company due to a Non-Renewal, or (iv) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination under Section 4.1 andoccurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Employment Agreement, in addition to such amounts:
and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Evoqua Water Technologies Corp.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject at least 5 days' written notice to the Executive’s continued compliance with Sections 5, 6 and 7 Company if the Company breaches any of the material terms of this Agreement, including but not limited to the failure of the Office of the CEO to operate in addition to such amounts:accordance with the terms set forth in Appendix A attached hereto.
(1i) If the Executive gives notice of termination as provided above, the Company shall pay have 5 days to cure such breach. If the breach is cured, (A) the Executive has the option to elect to keep this Agreement in full force and effect or (B) if despite the Company's curing during the allowed time period, the Executive still wishes to terminate this Agreement, he may do so, provided however that the Company shall have no further obligations to him and the provisions of Section 10(d)(ii) shall not come into effect.
(ii) If the Executive gives notice of his intent to terminate this Agreement due to the Executive severance in failure of the form Office of salary continuation at the Executive’s Base Salary rate in effect on CEO to comply with the date terms of Appendix A prior to June 30, 2003, and the Executive’s employment terminationCompany fails to cure as described above, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing then on the effective date of termination of employment (defined as the “Severance Period”); and
(26th day after the notice was served on the Company) if and to the extent the Milestones are achieved in consideration for the Annual Bonus for the year in which the Severance Period commences (or, executing a Separation and Release Agreement in the absence form customarily used by the Employer ( a form of Milestoneswhich will be mutually agreed upon within 30 days of the execution of this agreement and attached here to as Exhibit B) at the time of termination, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for Employer shall (A) accelerate the Executive’s Annual Bonus for such year), vesting of all the Company shall pay then unvested shares of restricted stock that were granted to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately Agreement prior to the date on which notice of employment termination was given, (B) shall owe to the Executive a sum equal to the amount of base salary which (at the then-current rate) would otherwise have been paid to the Executive during the period from the date of termination through June 30, 2003, and provided further that (C) owe the Executive $450,000 less sums already paid for bonus payments according to the terms of such plan do not prohibit such coverage continuation; Section 2(b)(i). The aforesaid sums described in (B) and (iiC) each above, of shall be payable to Executive in substantially equal and successive installments, all of which shall be paid on or about the same dates on which payments of salary are made to other Benefit Executives of the Employer. Executive acknowledges that the acceleration pursuant to this Section 10(d) is in substitution for, and not in addition to, any severance policy or similar policy or program to followed by the extent permitted under the terms of Employer or any Affiliate, and Executive hereby waives any such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any payments under any such other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):policies
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Notwithstanding any other provision of this Agreement, the Executive may terminate his or her employment under this Agreement hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.14 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason, as hereinafter defined. In the event of a termination under this Section 4.2by the Executive for Good Reason, the Executive shall be entitled to receive all amounts payable upon termination entitled, in consideration of the Executive's obligations under Section 4.1 and10 and in lieu of any other compensation and benefits whatsoever, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amountsto:
(1a) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before one (1) times the Executive’s employment terminated, such payment to be made on 's annualized Base Salary at the date such Annual Bonus would have been payable to rate in effect at the Executive had the Executive remained employed by the Company;
(3) any time of the Executive’s stock options, restricted stock his or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment her termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) which shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised be paid out in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) equal installments for the duration of the Severance Period, Restriction Period at the Executive shall continue to be eligible to participate in (i) same frequency as the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.'s regular payroll payments;
(b) Except earned but unpaid Base Salary through the date of termination of employment;
(c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;
(d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;
(e) an amount equal to any accrued but unused vacation or other paid time off as hereinabove providedof the termination of employment;
(f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements;
(g) continuation of the Executive's primary group health insurance (excluding Exec-U-Care or substitute benefits), at the Company's expense, for eighteen (18) months after the termination of employment or, at the Company's option, payment to the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within sixty (60) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60) days following (without Executive’s express the date of termination or the date(s) specified under the applicable written consent):plan documents or agreements.
Appears in 1 contract
Samples: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Executive for Good Reason. In the event of any: (aA) The reduction by Flagship of the Executive’s Annual Base Salary; (B) material diminution by Flagship in the Executive’s authority, duties, or responsibilities from those specified in Section 2; (C) change by Flagship of the principal location at which the Executive is required to perform his duties for Flagship to a new location that is at least forty (40) miles from Flagship’s offices located at Boca Raton, FL; (D) other material breach of this Agreement by Flagship that has not been cured within fifteen (15) days after written notice thereof has been provided by the Executive to Flagship and the Parent Company (each, “Good Reason”), the Executive may terminate his employment under this Agreement at any time with Flagship and the Term hereunder by providing written notice thereof to Flagship, which shall describe in reasonable detail the basis for such Good Reason, as hereinafter definedReason termination. In the event of termination under this Section 4.2by the Executive of his employment with Flagship for Good Reason, the Executive shall be entitled receive the following compensation from Flagship in connection with such termination:
(A) his Annual Base Salary through the expiration of the initial Term payable in accordance with Flagship’s payroll practices and subject to withholding in accordance with applicable law; provided, however, that the Executive’s right to receive all amounts payable upon such post-termination under Section 4.1 and, Annual Base Salary payments shall be subject to the Executive’s continued compliance with Sections 5, 6 Executive executing and 7 of this Agreement, in addition delivering to such amounts:
(1) the Company shall pay to the Executive severance Flagship a release in the form attached hereto as Exhibit B (the ”Release”) and not revoking such Release during the seven (7) day period after such execution and delivery;
(B) any reimbursable expenses for which the Executive has not yet been reimbursed by Flagship as of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment of termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3C) any other rights and vested benefits (if any) provided under employee benefit plans and programs of Flagship, determined in accordance with the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested applicable terms and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms provisions of such plan do not prohibit such coverage continuation; plans and (ii) each other Benefit program to the extent permitted under the terms of such programprograms.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if:
(1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated;
(2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this Agreement at any time for Good Reasonsubsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;
(3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as hereinafter defined. In amended), which person or group includes neither the event Executive nor the holders of termination under this Section 4.2the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be entitled permitted to receive all amounts payable upon termination terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;
(4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. . If the Executive elects to terminate his employment hereunder pursuant to this Section 4.1 and7(d), subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
then (1) the Company shall continue to pay to the Executive severance his salary as provided in Section 3(a) hereof through the form end of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”)current Term; and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay continue to provide to the Executive an amount equal to such Annual Bonus pro rated for the portion benefits provided in Section 6 hereof through the end of the performance year completed before current Term; and (3) all of the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable options granted to the Executive had the Executive remained employed by the Company;
(3) any hereunder to purchase shares of the Executive’s common stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by of the Company shall become vested vest immediately and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration term of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) option shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) continue for the duration period specified in the option had the employment of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programbeen so terminated.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Executive Employment Agreement (Anglesea Enterprises, Inc.)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination under Section 4.1 andoccurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Employment Agreement, in addition to such amounts:
and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Evoqua Water Technologies Corp.)
Termination by the Executive for Good Reason. (a) The Notwithstanding any other provision of this Agreement, the Executive may terminate his employment under this Agreement hereunder at any time during the Term of Employment for Good Reason, as hereinafter definedReason by giving thirty (30) days’ prior written notice to the Company that the Executive intends to terminate his employment for Good Reason and setting forth the basis of the Good Reason with reasonable specificity. In the event of a termination under this Section 4.2by the Executive for Good Reason, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 andentitled, subject to in consideration of the Executive’s continued compliance with Sections 5Executive’s Initials jmb Company’s Initials pcw obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, 6 and 7 of this Agreement, in addition to such amountsto:
(1a) the Company shall pay an amount equal to the Executive severance in the form of salary continuation at two (2) times the Executive’s annual Base Salary at the rate in effect on at the time of his termination, which shall be paid out in equal installments over twenty-four (24) months from the date of termination at the Executive’s employment termination, subject to same frequency as the Company’s regular payroll practices and required withholdings, for a period of twelve payments;
(12b) months commencing on earned but unpaid Base Salary through the effective date of termination of employment (the “Severance Period”); andemployment;
(2c) if and to the extent the Milestones are achieved for the any Annual Bonus for earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which the Severance Period commences termination occurs, but not yet paid;
(or, in the absence d) reimbursement for expenses incurred but not paid prior to such termination of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay employment pursuant to the Executive Section 5.1;
(e) an amount equal to such Annual Bonus pro rated for the portion any accrued but unused vacation or other paid time off as of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Companytermination of employment;
(3f) any such rights to other benefits as may be provided in applicable written plan documents and agreements of the Executive’s Company, including, without limitation, documents and agreements defining stock optionsoption rights, restricted stock or similar incentive equity instruments (collectivelyrights and applicable employee benefit plans and programs, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and according to the extent that the terms and conditions of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; andsuch documents and agreements;
(4g) for the duration continuation of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided insurance (including Exec-U-Care or substitute benefits) for the Executive was participating in such plan immediately prior and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within fifteen (15) days of the date of employment termination of employment. Any and all amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified in the applicable written plan documents or agreements. In the event of a termination by the Executive for Good Reason, in addition to the other amounts, rights and benefits provided further that in this Section 6.4, (i) the terms outstanding Three-Year Options shall continue to vest in accordance with their scheduled vesting during the two (2)-year period commencing on the date of such plan do not prohibit such coverage continuation; termination and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further Executive’s Initials jmb Company’s Initials pcw the right to exercise any or all of the vested Three-Year Options at any time during the two (2)-year period commencing on the date of termination; provided, however, that in the event of a termination by the Executive for Good Reason as a result of an event specified in subparagraph (i) or (j) of Section 1.14, in addition to the other amounts, rights under and benefits provided in this Agreement Section 6.4, (i) all then-unvested outstanding stock options granted to the Executive pursuant to the first sentence of Section 3.4 and all then-unvested outstanding restricted shares granted to the Executive pursuant to Section 3.5 shall immediately vest on the date of termination, (ii) any other outstanding stock options or otherwise restricted shares that were previously granted to the Executive (including annual stock option grants) shall continue to vest in accordance with their scheduled vesting during the two (2)-year period commencing on the date of termination, (iii) the Executive shall have the right to exercise any or all of the Executive’s vested stock options at any time during the two (2)-year period commencing on the date of termination and (iv) if the date of termination is after June 30 of any calendar year (other than 2006), the Executive will be entitled to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any an Annual Bonus in respect of the following (without Executivecalendar year in which termination occurs pursuant to the Company’s express written consent):Annual Bonus Program for Corporate Senior Management, the amount of which will be prorated based on the number of days that the Executive was employed by the Company during such year. Such Annual Bonus shall be payable at the time that annual cash bonuses are paid to the other participants in the Annual Bonus Program for Corporate Senior Management in respect for that year and shall be calculated in the same manner as the annual cash bonuses for the other members of senior management, based on the assumption that the Executive had received a merit performance grade of “A” for such year.
Appears in 1 contract
Samples: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chief Operating Officer and Executive Vice President;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, as hereinafter definedduties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment terminationTermination Date, subject together with an amount equal to the Company’s regular payroll practices and required withholdings, for a period of twelve Average Bonus (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) any of the Company’s group health plan Employer's benefit plans, programs or offerings in which the Executive is participating on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating Termination Date (including without limitation any supplemental executive retirement plan or benefit, including that benefit referenced in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes Exhibit A of this Agreement, “Good Reason” shall mean any of ) to have been employed by the following (without Executive’s express written consent):Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company other than following a Former Employer Claim, (iii) by the Company due to a Non-Renewal, or (iv) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts (A) the payment of an amount equal to his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 ((A) and (B), collectively, the “Severance Amount”). In addition, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon termination under which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 4.1 and, subject 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Employment Agreement, in addition to such amounts:
and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Evoqua Water Technologies Corp.)
Termination by the Executive for Good Reason. (a) The Executive may terminate the Executive's employment and his employment under this Agreement performance of service as a member of the Board at any time for Good Reason, Reason (as hereinafter defined. In the event of termination under this Section 4.2), upon written notice from the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance Company in connection with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, his resignation for a period of twelve (12) months commencing on Good Reason setting forth the effective date of termination of employment (which shall not be less than thirty (30) business days from the “Severance Period”date such notice is given); and.
(2b) if and In the event of a termination of the Executive's employment for Good Reason pursuant to Section 6.6(a): (i) the Company will pay to Executive any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Executive's unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the extent date of such termination; (iii) the Milestones are achieved for the Company will pay to Executive any earned and accrued but unpaid Annual Bonus for as of the year in which date of such termination; (iv) commencing on the Severance Period commences (or, in day immediately following the absence date of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year)termination, the Company shall will continue to pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable his then current Base Salary until the expiration of the Severance Period or, if earlier, until later of: (a) the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration third anniversary of the Severance PeriodEffective Date, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
or (b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after twelve (12) month period following such date of termination for Good Reason; provided, however, that if Executive terminates his employment and performance of service as a member of the Board for Good Reason following a Change in Control, the Company will pay to Executive his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company's election, in accordance with the Company's payroll practices in effect from time-to-time. For Except as specifically set forth in this Section 6.6, the purposes Company shall have no other liability or obligation hereunder by reason of such termination.
(c) Notwithstanding any other provision in this Agreement to the contrary, Executive hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 1 or Section 6.6 of this Agreement, “Good Reason” shall mean any Agreement unless Executive executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the following (without Executive’s express written consent):Age Discrimination in Employment Act.
Appears in 1 contract
Samples: Executive Employment Agreement (Valera Pharmaceuticals Inc)
Termination by the Executive for Good Reason. (a) The Executive’s employment pursuant to this Agreement may be terminated by the Executive may prior to the expiration of the Term in the event the Executive has “Good Reason” to terminate his employment under this Agreement at any time for Good Reasonemployment, as hereinafter defined. In which shall mean the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to following:
(i) Any material adverse change in the Executive’s continued compliance with Sections 5status or position, 6 and 7 of this Agreementincluding, without limitation, any material diminution in addition to such amounts:
(1) the Company shall pay Executive’s position, duties, responsibilities or authority or the assignment to the Executive severance of any duties or responsibilities that are inconsistent with the Executive’s status or position as of the Effective Date, excluding a reduction or elimination of status, position, duties, responsibilities or authority with respect to the human resources or information technology functions; or
(ii) A reduction in the form Executive’s annual Base Salary as the same may be increased from time to time or failure to pay same; or
(iii) A reduction in the Target Bonus which could be paid to the Executive under the Bonus Plan below 60% of salary continuation at the Executive’s Base Salary rate or a failure to pay when due any bonus earned for a completed performance period in effect on accordance with the date applicable bonus plan (“Earned Bonus”), provided however, that the Company’s failure to actually award any bonus to the Executive, or the Company’s actually awarding a bonus to the Executive which is less than the Target Bonus in each case in accordance with the applicable bonus plan, shall not constitute Good Reason; or
(iv) The breach by the Company of any of its material obligations under this Agreement; or
(v) The relocation of the Company’s principal executive offices to a location that increases the Executive’s employment termination, subject commuting distance by more than thirty-five (35) miles or the Company requiring the Executive to be based anywhere other than the Company’s regular payroll practices and principal executive offices, except for required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for travel substantially consistent with the Executive’s Annual Bonus business obligations; or
(vi) The Company provides the Executive a notice of non-renewal of the Term under Section 2(b) hereof. Prior to the Executive being permitted to terminate his employment for such year)Good Reason, the Company shall pay have sixty (60) days to cure any such alleged breach, assignment, reduction or requirement, after the Executive an amount equal to such Annual Bonus pro rated for provides the portion Company written notice of the performance year completed before the Executive’s employment terminatedactions or omissions constituting such breach, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock optionsassignment, restricted stock reduction or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programrequirement.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Employer by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chairman of the Board;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, as hereinafter definedduties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Employer (i) shall pay the Executive shall be entitled (A) as promptly as practicable after the Termination Date, an amount equal to receive all amounts payable upon termination under Section 4.1 andany unpaid Salary, subject Bonus and benefits accrued through the Termination Date, together with an amount equal to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Average Bonus (1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) any of the Company’s group health plan Employer's benefit plans, programs or offerings in which the Executive is participating on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating Termination Date (including without limitation any supplemental executive retirement plan or benefit, including that benefit referenced in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes Exhibit A of this Agreement, “Good Reason” shall mean any of ) to have been employed by the following (without Executive’s express written consent):Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Vice President Manufacturing of the Employer's Films Division or in another position of similar scope, as hereinafter definedauthority and responsibility;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved Termination Date for the Annual Bonus for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus Salary that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date NAI-1535116310v4 EXECUTION VERSION following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.1(b) and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B) collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination under Section 4.1 andoccurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.3 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to Benefits Continuation and provide outplacement assistance, shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Agreement, in addition to such amounts:
Employment Agreement and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Evoqua Water Technologies Corp.)
Termination by the Executive for Good Reason. (a) The Executive may has the right, at any time during the Term, to terminate his employment under with the Company for Good Reason (as defined in this Agreement at any time Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at be given thirty (30) calendar days’ prior written notice from the Executive’s Base Salary rate in effect on , specifically identifying the date the Executive’s employment terminationreasons which are alleged to constitute Good Reason, subject and an opportunity to the Company’s regular payroll practices and required withholdingscure; provided, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Optionshowever, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For Section 6(c), the purposes of this Agreement, term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring the Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a severance in an amount equal to the Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. As a condition to his receipt of the following (post-employment payments and benefits under this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, in a form to be prepared by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date after the Company’s receipt of the signed general release of claims agreement and the expiration of any rescission period set forth in such agreement without rescission by Executive’s express written consent):. Executive shall have no duty to mitigate damages under this Section
Appears in 1 contract
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts either (A) if NAI-1535116332v5 such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B) collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination under Section 4.1 andoccurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Agreement, in addition to such amounts:
Employment Agreement and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Evoqua Water Technologies Corp.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chief Operating Officer and Executive Vice President;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, as hereinafter definedduties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment terminationTermination Date, subject together with an amount equal to the Company’s regular payroll practices and required withholdings, for a period of twelve Average Bonus (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans). In addition, the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration as of the Severance PeriodTermination Date, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date (including without Executive’s express written consent):limitation with respect to any SERP or other benefits and any unvested stock options) to have been employed by the Employer until the Expiration Date, with all vested stock options remaining exercisable until the Benefits Termination Date, provided they do not expire.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The This Agreement and the Executive’s employment with the Company may be terminated by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In provided the event following process is followed:
(i) Within 6 months of termination under this Section 4.2the act or failure giving rise to Good Reason, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to will provide the Company with the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition intent to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date terminate the Executive’s employment terminationfor Good Reason (the “Good Reason Notice”), subject such notice to detail the particular grounds on which the proposed termination is based;
(ii) The Company will have 5 days following receipt of the Good Reason Notice to cure the act or failure to the Companyextent possible;
(iii) If the Company fails to cure the act or failure within such 5-day period, the Executive can terminate this Agreement and the Executive’s regular payroll practices employment for Good Reason immediately by providing the Company with written notice confirming the Executive’s termination on the basis of the Good Reason Notice, with this Agreement and required withholdingsthe Executive’s employment terminating for Good Reason on the date set out in such written confirmation.
(b) In the event this Agreement and the Executive’s employment is terminated by the Executive for Good Reason, the Executive will be entitled to:
(i) any earned but unpaid Base Salary through the date of termination;
(ii) any earned Annual Bonus for the most recent fiscal year ended prior to the date of termination that remains unpaid as of the date of termination and a pro rata share of the Annual Bonus earned during the fiscal year in which the termination occurs based on the achievement of established targets set by the Compensation Committee of the Board pursuant to the Management Incentive Plan;
(iii) any benefits due to the Executive under any employee benefit plan and any payments due to Executive under any Company policy, program, arrangement, or agreement including, without limitation, reimbursement for previously incurred expenses in accordance with the terms of such plans, policies, programs, arrangements or agreements, through the date of termination; and,
(iv) a separation payment, payable in a lump sum, equal to 4.75 times the Base Salary as in effect at the time of termination; provided, however, that if the Good Reason relates to a reduction in Base Salary, the amount used to calculate this payment shall be the Base Salary prior to such reduction. The Company will make all payments owing to the Executive under this Section 9.5 (b) immediately following the termination.
(c) In addition to the foregoing, in the event this Agreement and the Executive’s employment is terminated by the Executive for Good Reason, any awards granted to the Executive pursuant to the LTIP or other applicable incentive plan that have not been settled shall accelerate and immediately vest (to the extent not already vested) and become exercisable upon termination of the Executive’s employment and all awards shall remain exercisable for a period of twelve (12) months commencing on following the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programemployment.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chief Executive Officer and President;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; provided, however, that the Employer's failure to continue the Executive's appointment or election as hereinafter defineda member of the Board shall not constitute Good Reason; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment terminationTermination Date, subject together with an amount equal to the Company’s regular payroll practices and required withholdings, for a period of twelve Average Bonus (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans). In addition, the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration as of the Severance PeriodTermination Date, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date (including without Executive’s express written consent):limitation with respect to any SERP or other benefits and any unvested stock options) to have been employed by the Employer until the Expiration Date, with all vested stock options remaining exercisable until the Benefits Termination Date, provided they do not expire.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective its sole discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon written notice to the Company. In such event, the Executive’s employment hereunder shall terminate on the date specified in the notice. In the event the Executive terminates his employment for Good Reason, provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as hereinafter defined. In the event of termination under this Section 4.2Exhibit A, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Company shall: (1i) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s an amount equal to two (2) times his Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2plus two(2) if and to the extent the Milestones are achieved for the Annual times his Performance Bonus target for the year in which such termination occurs, and (ii) to the Severance Period commences (orextent permitted by the Company’s benefit plans, provide the benefits set forth in Section 3(e) then provided to the absence Executive for a period of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for 24 months following the Executive’s Annual Bonus for termination pursuant to this Section 4(f) provided that, to the extent such year)continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive an Executive, within thirty (30) days after the discontinuation of any such benefit(s), a lump sum payment of reasonably equivalent value to the discontinued benefit(s). The amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminatedpayable under subsection (i) above, such payment to shall be made on the date such Annual Bonus would have been payable paid to the Executive had in one lump sum payment within thirty (30) days after the Executive remained employed by the Company;
(3) any effective date of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue be deemed fully vested, as of the effective date of such termination, in all accrued benefits under all retirement plans (excluding any stock option plans) for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to be eligible to participate in (i) the Company’s group health plan on . Further, the same terms applicable to similarly situated active employees during the Severance Period provided Company shall reimburse the Executive was participating for any amounts then due pursuant to Section 3(d) and shall pay the Executive’s Performance Bonus payment for the year preceding the year in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, which the Executive terminates his employment for Good Reason if then due and owing. The Executive shall have be entitled, at his election and his sole cost and expense, to receive benefits provided pursuant to COBRA following the termination date Executive’s benefits as set forth in the preceding sentence. The Executive and his beneficiaries, shall be entitled to no further rights other compensation under this Agreement following, or otherwise to receive any other compensation or benefits after such as a result of, a termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):under these circumstances.
Appears in 1 contract
Samples: Employment Agreement (Rue21, Inc.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time for Good ReasonReason upon the occurrence, without the express written consent of the Executive, of any of the following:
(i) a reduction in the Executive's then current Base Salary or target award opportunity under the Corporation's annual Bonus plan;
(ii) the termination or material reduction of any employee benefit or perquisite enjoyed by him (other than as hereinafter defined. In part of an across-the-board reduction applicable to all executive officers of the event Corporation);
(iii) the Executive is not elected (or appointed) or reelected (or reappointed) to any of termination under the executive officer positions described in Section 2.1 or is removed from any such position;
(iv) a material diminution in the Executive's duties or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the President and Chief Executive Officer of the Corporation;
(v) the failure to continue the Executive's participation in any incentive compensation plan (including, for greater certainty the EISCP) unless a plan providing a substantially similar opportunity is substituted;
(vi) the failure of the Corporation to obtain the assumption in writing of its obligation to perform this Section 4.2Agreement by any successor to all or substantially all of the business or assets of the Corporation on or before the date of such succession, unless the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject have personally received the opinion of counsel to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to Corporation that such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in transaction does not have an adverse legal effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period rights of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Companyhereunder;
(3vii) any relocation of the Executive's principal place of employment that would require the Executive to relocate his principal place of residence to any location more than thirty miles from Tampa, Florida, unless the Executive consents to such relocation; or
(viii) as provided in Section 5.4(a) below; which, in any of the Executive’s stock optionsforegoing events, restricted stock has not been remedied or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed cured by the Company shall become vested and exercisable upon Corporation within a reasonable period after notice from the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, In the event the Executive shall have no further rights under terminates this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason, he shall be entitled to the same payments and benefits provided in Section 5.2 above.
(c) Notwithstanding any other provision in this Section 5.3, prior to the date the Executive becomes Chief Executive Officer, clause (iii) of Section 5.3(a) shall not apply, and clause (iv) of Section 5.3(a) shall be read to refer to the functions of Chief Operating Officer and President. For This Section 5.3(c) shall not limit the purposes application of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):Section 1.2 above.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement hereunder for Good Reason at any time for upon thirty (30) days prior written notice to the Board of Directors of the Company. Only the following shall constitute "Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to " for such amountstermination:
(1i) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed Failure by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), perform fully the terms of this clause Agreement other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and remedied by the Company promptly (3but not later than five (5) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; anddays) after receiving notice thereof from the Executive;
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program Any reduction in the Executive's Base Salary from the Company, unless such reduction is agreed upon in advance by the Executive;
(iii) The assignment to the extent permitted Executive of any duties inconsistent in any material respect with his position or with his authority, duties or responsibilities as Chief Executive Officer of the Company, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and remedied by the Company promptly (but not more than five (5) days) after receipt of notice thereof given by the Executive;
(iv) Failure by the Company to continue in effect any benefit, retirement or compensation plan (including all plans of any nature described in this Agreement) in which the Executive is participating as of the date hereof (or plans providing substantially similar or greater benefits), or the Company takes any action which would adversely affect the Executive's participation in or reduce the Executive's benefits under the terms any of such program.plans or deprive the Executive of any fringe benefit or perquisite enjoyed by the Executive as of the date hereof;
(bv) Except as hereinabove providedAny change, without the Executive's consent, in the place of the Executive's principal place of employment to a location more than fifty (50) miles outside the primary metropolitan statistical area including Washington, D.C.; or
(vi) Any failure by the Company to obtain an assumption and agreement to perform this Agreement by a successor to the Company. In such event, the Executive shall have no further rights obligations to the Company except his obligations under this Agreement or otherwise Section 7 hereof and shall be entitled to receive any other compensation or the termination benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):set forth in Section 5(d) above.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may has the right, at any time during the Term, to terminate his employment under with the Company for Good Reason (as defined below) by giving written notice to the Company as described in this Agreement at any time Section 6(d) below. Prior to the effectiveness of termination for Good Reason, as hereinafter definedthe Company shall be given thirty (30) calendar days’ prior written notice from the Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. In the event of termination under As used in this Section 4.26(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring the Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be entitled limited solely to receive all amounts payable upon termination under Section 4.1 and, subject (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s then-current Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on months; and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(d) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. The Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such written notice. If the Executive terminates his employment without Good Reason, the Company’s obligation to the Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination of employment (the “Severance Period”); and
(2) if plus any accrued but unpaid bonus and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programbenefits.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. In the event of any:
(aA) The reduction by Flagship of the Executive's Annual Base Salary; (B) material diminution by Flagship in the Executive's authority, duties, or responsibilities from those specified in Section 2; (C) change by Flagship of the principal location at which the Executive is required to perform his duties for Flagship to a new location that is at least forty (40) miles from Flagship’s offices located at Boca Raton, FL; (D) other material breach of this Agreement by Flagship that has not been cured within fifteen (15) days after written notice thereof has been provided by the Executive to Flagship and the Parent Company (each, “Good Reason”), the Executive may terminate his employment under this Agreement at any time with Flagship and the Term hereunder by providing written notice thereof to Flagship, which shall describe in reasonable detail the basis for such Good Reason, as hereinafter definedReason termination. In the event of termination under this Section 4.2by the Executive of his employment with Flagship for Good Reason, the Executive shall be entitled receive the following compensation from Flagship in connection with such termination:
(A) his Annual Base Salary through the expiration of the initial Term payable in accordance with Flagship’s payroll practices and subject to withholding in accordance with applicable law; provided, however, that the Executive’s right to receive all amounts payable upon such post-termination under Section 4.1 and, Annual Base Salary payments shall be subject to the Executive’s continued compliance with Sections 5, 6 Executive executing and 7 of this Agreement, in addition delivering to such amounts:
(1) the Company shall pay to the Executive severance Flagship a release in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment attached hereto as Exhibit B (the “Severance PeriodRelease”)) and not revoking such Release during the seven (7) day period after such execution and delivery;
(B) any reimbursable expenses for which the Executive has not yet been reimbursed by Flagship as of the date of termination; and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3C) any other rights and vested benefits (if any) provided under employee benefit plans and programs of Flagship, determined in accordance with the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested applicable terms and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms provisions of such plan do not prohibit such coverage continuation; plans and (ii) each other Benefit program to the extent permitted under the terms of such programprograms.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Notwithstanding any other provision of this Agreement, the Executive may terminate his or her employment under this Agreement hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.14 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason, as hereinafter defined. In the event of a termination under this Section 4.2by the Executive for Good Reason, the Executive shall be entitled to receive all amounts payable upon termination entitled, in consideration of the Executive's obligations under Section 4.1 and10 and in lieu of any other compensation and benefits whatsoever, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amountsto:
(1a) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before one (1) times the Executive’s employment terminated, such payment to be made on 's annualized Base Salary at the date such Annual Bonus would have been payable to rate in effect at the Executive had the Executive remained employed by the Company;
(3) any time of the Executive’s stock options, restricted stock his or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment her termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) which shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised be paid out in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) equal installments for the duration of the Severance Period, Restriction Period at the Executive shall continue to be eligible to participate in (i) same frequency as the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.'s regular payroll payments;
(b) Except earned but unpaid Base Salary through the date of termination of employment;
(c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;
(d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;
(e) an amount equal to any accrued but unused vacation or other paid time off as hereinabove providedof the termination of employment;
(f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; Executive's Initials ______ Company's Initials ______
(g) continuation of the Executive's group health insurance (including Exec-U-Care or substitute benefits), at the Company's expense, for eighteen (18) months after the termination of employment or, at the Company's option, payment to the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within sixty (60) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60) days following (without Executive’s express the date of termination or the date(s) specified under the applicable written consent):plan documents or agreements.
Appears in 1 contract
Samples: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Executive for Good Reason. (a) The Executive may has the right, at any time during the Term, to terminate his employment under with the Company for Good Reason (as defined below) by giving written notice to the Company as described in this Agreement at any time Section 6(d) below. Prior to the effectiveness of termination for Good Reason, as hereinafter definedthe Company shall be given thirty (30) calendar days’ prior written notice from the Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. In the event of termination under As used in this Section 4.26(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) a reduction in the Executive’s Base Salary, (iii) requiring the Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iv) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be entitled limited solely to receive all amounts payable upon termination under Section 4.1 and, subject (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s then-current Base Salary rate in effect on for the date remainder of the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, three (3) year term or for a period of twelve (12) months commencing on the effective date of termination of employment months, whichever is greater; and (the “Severance Period”); and
(2iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the extent post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (orCompany, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment a form to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed prepared by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the . Executive shall have no further rights duty to mitigate damages under this Agreement Section 6(d) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise to receive any other compensation or benefits after such termination for Good Reason. For reduce the purposes of this Agreement, “Good Reason” shall mean any payment obligations of the following (without Executive’s express written consent):Company hereunder.
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate this Agreement, at his employment under this Agreement at any time for Good Reasonelection, as hereinafter defined. In ten days after written notice to the Company in the event that (i) the Executive's principal office is relocated more than 25 miles from its current location; (ii) the Executive's titles, duties, responsibilities or authority as set forth in sections 1.1 and 1.3 are materially diminished or materially altered in a way not commensurate with any of his titles, duties, responsibilities or authority immediately before and after the execution and delivery of this Agreement; provided, however, that any changes in titles, duties, responsibilities or authority that are made within six months following the Effective Date and that are reasonable and appropriate in connection with the integration of the business operations of the Company with the other operations of Allegheny Ventures shall not constitute Good Reason so long as the Executive's titles, duties, responsibilities and authority are generally consistent with, and not diminished from those in place immediately prior to the execution and delivery of this Agreement; (iii) the Company fails to provide the Executive with such office assistance and administrative support as contemplated in section 1.3(f); (iv) a breach by the Company of its obligations hereunder; (v) termination under of the Other Executive without Cause; and (vi) termination of employment with the Company by either of the Other Executives for the reasons set forth in sub-sections (i), (ii), (iii), (iv) and (v) of this Section 4.2section 3.3. Upon termination of the Employment Term pursuant to this section 3.3, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion payment of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
Base Compensation (3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4Deferred Compensation) for the duration of the Severance PeriodEmployment Term and all benefits for either (X) the duration of the Employment Term or (Y) for one year, the Executive whichever is greater. In addition, Allegheny shall continue to be eligible to participate in cause (i) the Company’s group health plan maximum number of shares of Allegheny's common stock (except for the Escrow Shares (as defined in the Purchase Agreement)) to which such Executive would have been entitled pursuant to section 1 of the Purchase Agreement had this Agreement not been terminated as determined by the Average Parent Share Price (as defined in the Purchase Agreement) on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination such termination, if a Switchover Event (as defined in the Purchase Agreement) has not occurred or the Executive has elected to be governed by section 1.02(a)(i)(y)(B) of the Purchase Agreement or by the Average Parent Share Price (as defined in the Purchase Agreement) on the Closing Date if the Executive has elected to be governed by section 1.02(a)(i)(y)(A) of the Purchase Agreement, to be immediately released from the Escrow Fund (as defined in the Purchase Agreement) and provided further that delivered to the terms of such plan do not prohibit such coverage continuationExecutive; and (ii) each other Benefit program Allegheny shall cause the maximum number of shares of Allegheny's common stock to which such Executive would have been entitled upon the satisfaction of the conditions set forth in section 2.01 of the Purchase Agreement to be immediately issued and delivered to the extent permitted under the terms of such programExecutive.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The Executive may terminate the Executive’s employment and his employment under this Agreement performance of service as a member of the Board at any time for Good Reason, Reason (as hereinafter defined. In the event of termination under this Section 4.2), upon written notice from the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance Company in connection with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, his resignation for a period of twelve (12) months commencing on Good Reason setting forth the effective date of termination of employment (which shall not be less than thirty (30) business days from the “Severance Period”date such notice is given); and.
(2b) if and to In the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence event of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion a termination of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability for Good Reason pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in Section 6.6(a): (i) the CompanyCompany will pay to Executive any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Executive’s group health plan on unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately performance of his duties prior to the date of employment termination such termination; (iii) the Company will pay to Executive any earned and provided further that accrued but unpaid Annual Bonus as of the terms date of such plan do not prohibit termination; (iv) commencing on the day immediately following the date of such coverage continuationtermination, the Company will continue to pay to the Executive his then current Base Salary for the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Executive terminates his employment and performance of service as a member of the Board for Good Reason during the period commencing on the thirtieth (30th) day immediately preceding a Change in Control and ending on the first anniversary date of a Change in Control, the Company will (i) continue to pay to Executive his then current Base Salary for the twenty-four (24) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time and (ii) each pay to Executive a bonus equal to two times the highest Annual Bonus received by Executive during the three most recently completed fiscal years of the Company. Except as specifically set forth in this Section 6.6, the Company shall have no other Benefit program to the extent permitted under the terms liability or obligation hereunder by reason of such programtermination.
(bc) Except as hereinabove providedNotwithstanding any other provision in this Agreement to the contrary, Executive hereby agrees and acknowledges that he will not be entitled to and the Executive Company shall have no further rights obligation to pay or provide any amount or benefit provided under Section 6.6 of this Agreement or otherwise unless Executive executes and delivers to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the following (without Executive’s express written consent):Age Discrimination in Employment Act.
Appears in 1 contract
Samples: Executive Employment Agreement (Valera Pharmaceuticals Inc)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination under Section 4.1 andoccurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the NAI-1535115226v4 Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6- month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Employment Agreement, in addition to such amounts:
and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Evoqua Water Technologies Corp.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chief Operating Officer and Executive Vice President;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, as hereinafter definedduties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment terminationTermination Date, subject together with an amount equal to the Company’s regular payroll practices and required withholdings, for a period of twelve Average Bonus (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date (including without Executive’s express written consent):limitation any SERP or other benefits) to have been employed by the Employer until the Expiration Date, with any vested stock options remaining exercisable until such date, provided they do not expire.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Vice President Finance of the Employer's Films Division or in another position of similar scope, as hereinafter definedauthority and responsibility;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved Termination Date for the Annual Bonus for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus Salary that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after the Employer has received written notice from the Executive setting forth in reasonable detail the nature of such Good Reason:
(i) Failure of the Employer to continue the Executive in the position of Vice President and Chief Financial Office or in another position of similar scope, as hereinafter definedauthority and responsibility;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment terminationTermination Date, subject together with an amount equal to the Company’s regular payroll practices and required withholdings, for a period of twelve Average Bonus (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary and Average Bonus for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at hereunder for Good Reason by giving the Company not less than ninety days prior written notice of termination. In such event, the Executive’s employment hereunder shall terminate on the date specified in the notice. At any time during the notice period, the Company may relieve the Executive, or the Executive may surrender and thereupon be relieved of, his day-to-day duties as President, Chief Executive Officer and Chairman of the Board of the Company, provided that the Executive’s compensation hereunder shall continue through the effective date of termination. In the event the Executive terminates his employment for Good Reason, provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as hereinafter defined. In the event of termination under this Section 4.2Exhibit A (which shall be executed, delivered and no longer subject to revocation, if applicable, within sixty (60) days following such termination), the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Company shall: (1i) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s an amount equal to two (2) times his Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
plus two (2) if and to times the extent the Milestones are achieved for the Annual greater of (x) his Performance Bonus target for the year in which such termination occurs and (y) the Severance Period commences average of his actual Performance Bonus earned for the two years immediately preceding the year in which such termination occurs, and (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for ii) subject to the Executive’s Annual Bonus timely election pursuant to COBRA and the Executive’s continued copayment of the applicable premiums at the active employee rates, provide the benefits set forth in Section 3(d) hereof then provided to the Executive for a period of twenty-four (24) months following the Executive’s termination pursuant to this Section 4(f), provided that, to the extent such year)continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive an amount equal a reasonably equivalent value to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made benefits in cash on the date same schedule as such Annual Bonus benefits otherwise would have been provided had such continuation been permitted during the twenty-four (24)-month period following such termination. The entire amount payable under subsection (i) above shall be paid to the Executive had in one lump sum payment on the Executive remained employed by sixtieth (60th) day after the Company;
(3) any effective date of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue be deemed fully vested, as of the effective date of such termination, in all accrued benefits under all retirement plans for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to be eligible the Company. The Executive shall have 90 days from the date of delivery of such termination notice to participate exercise any vested and exercisable options (but in (ino event may such exercise occur beyond the original expiration date of such options) the Company’s group health plan on equity plans then in effect. Further, the same terms applicable to similarly situated active employees during the Severance Period provided Company shall reimburse the Executive was participating for any amounts then due pursuant to Section 3(e) hereof and shall pay the Executive’s unpaid Performance Bonus payment for the year preceding the year in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, which the Executive terminates his employment for Good Reason if then due and owing in accordance with the provisions of Section 3(b) hereof. The Executive and his beneficiaries, shall have be entitled to no further rights other compensation under this Agreement following, or otherwise to receive any other compensation or benefits after such as a result of, a termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):under these circumstances.
Appears in 1 contract
Samples: Employment Agreement (Rue21, Inc.)
Termination by the Executive for Good Reason. (a) The Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Chief Executive Officer and President;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; PROVIDED, HOWEVER, that the Employer's failure to continue the Executive's appointment or election as hereinafter defineda member of the Board shall not constitute Good Reason; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment terminationTermination Date, subject together with an amount equal to the Company’s regular payroll practices and required withholdings, for a period of twelve Average Bonus (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved pro rated for the Annual Bonus period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual of Salary and Average Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable received Salary and Average Bonus for periods after the Termination Date based upon the Executive’s employment termination, and all exercisable Equity Awards Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (including those with accelerated exercisability pursuant to this clause but excluding any cost of living or discretionary increases under clauses (3)i) shall remain exercisable until or (ii) of Section 3(a) that would have occurred after the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the extent that applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) any of the Company’s group health plan Employer's benefit plans, programs or offerings in which the Executive is participating on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating Termination Date (including without limitation any supplemental executive retirement plan or benefit, including that benefit referenced in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes Exhibit A of this Agreement, “Good Reason” shall mean any of ) to have been employed by the following (without Executive’s express written consent):Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. Termination by the Executive for Good Reason shall mean termination of the Executive's employment by the Executive as a result of (ai) The the assignment to the Executive may terminate his employment under of any duties inconsistent in any substantial respect with the Executive's position, authority or responsibility or any substantial change in any such position, authority or responsibility including title; (ii) any failure by the Company to comply with the terms of this Agreement at or any time for Good Reasonother term of the Executive's employment (other than any insubstantial or inadvertent failure remedied promptly after receipt of notice from the Executive); (iii) any failure by the Company to diligently implement such policies, programs and systems as Executive, with the concurrence of the Company's auditors and the Company's Audit Committee, determines are necessary to prevent or correct "material weakness", as hereinafter definedsuch term is used in auditing standards, in the financial and internal controls of the Company, its subsidiary, SIGI and any subsidiary, parent or affiliates of any of them for which the Executive is requested to perform any services hereunder, provided such failure is not attributable to the actions, inactions or other terms defined under "cause" above, by the Executive; (iv) any material reduction in salary or other compensation provided herein; (v) a requirement that the Executive be based at an office located more than 50 miles from the City of Stamford, Connecticut; (vi) any failure by the Company to obtain the assumption and agreement of any successor to perform this Agreement as contemplated herein. In the event of termination that Executive's employment is so terminated or altered under this Section 4.2Section, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amountsreceive:
(1a) Payments for twenty six (26) weeks of the Company shall pay to current Base Salary, paid in accordance with the Executive severance in the form of salary continuation executive officer payroll policy at the Executive’s Base Salary rate in effect on the date the Executive’s employment time of termination, subject to the Company’s regular payroll practices ;
(b) Accrued vacation and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”)personal days; and
(2c) if and Accrued business expenses pursuant to Section 7 not previously reimbursed. In addition to the extent above payments if permitted under the Milestones are achieved appropriate plan documentation and if allowed by law, all health, dental and life insurance coverage provided to Executive under the Executive benefit plans will be extended for such period as the Annual Bonus for the year Company is obligated to make weekly Base Salary payments to Executive in which the Severance Period commences (terms of this Section, or, in if longer, as required by otherwise applicable law, unless Executive becomes covered by other employer plans. If coverage extensions are not permitted by law or under the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year)plans, the Company shall pay to the Executive an amount periodic bonuses equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminatedinsurance premium cost, such payment to be made on the date such Annual Bonus which would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period required as if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance were covered under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programplan.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Samples: Employment Agreement (Sage Life Assurance of America Inc)
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Chairman by the Executive:
(i) Failure of the Employer to continue the Executive in the position of Vice President and General Manager of the Employer's Specialty Nets & Nonwovens Division or in another position of similar scope, as hereinafter definedauthority and responsibility;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved Termination Date for the Annual Bonus for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus Salary that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d)(i) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. If the Executive’s employment is terminated (ai) The by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In in addition to the event of termination under this Section 4.2Accrued Amounts, the Executive shall be entitled to receive all amounts (A) the payment of an amount equal to his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 ((A) and (B), collectively, the “Severance Amount”). In addition, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier the first anniversary of the Termination Date, and the date upon termination under which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 4.1 and, subject 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with Sections 5, 6 and 7 his obligations under Section 4 of this Employment Agreement, in addition to such amounts:
and (1y) the Company shall pay to Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the Executive severance “Release”) substantially in the form of salary continuation at attached hereto as Exhibit A, within 45 days after the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Termination Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
Termination by the Executive for Good Reason. (a) The After a Change in Control has occurred, the Executive may terminate his employment under this Agreement at any time hereunder for Good Reason upon notice to the Employer. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after the Employer has received written notice from the Executive setting forth in reasonable detail the nature of such Good Reason:
(i) Failure of the Employer to continue the Executive in the position of Vice President and General Counsel or in another position of similar scope, as hereinafter definedauthority and responsibility;
(ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or
(iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the event of termination under in accordance with this Section 4.24(f), then the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
Employer (1i) the Company shall pay to the Executive severance in (A) as promptly as practicable after the form of salary continuation at Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Executive’s Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the effective date of termination of employment (the “Severance Period”); and
(2) if and to the extent the Milestones are achieved Termination Date for the Annual Bonus for the fiscal year in which the Severance Period commences Termination Date occurs, and (orB) a lump sum payment, in within 60 days after the absence of MilestonesTermination Date, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay equal to the Executive an aggregate amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus Salary that would have been payable to the Executive had over the Executive remained employed by period from the Company;
(3) any of Termination Date to the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period Benefits Termination Date if the Executive had continued to be employed by the Company shall become vested Employer through the Benefits Termination Date and exercisable upon received his current Salary for periods after the Executive’s employment terminationTermination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all exercisable Equity Awards (including those with accelerated exercisability pursuant material respects if continuation of participation in benefit plans is not able to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance be continued under the original award (the “Latest Expiration Date”), and to the extent that applicable law or the terms of any Equity Award are inconsistent with this clause (3such benefit plans), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period. In addition, the Executive shall continue to be eligible to participate deemed for all vesting requirements contained in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.
Appears in 1 contract
Samples: Employment Agreement (Applied Extrusion Technologies Inc /De)
Termination by the Executive for Good Reason. (a) The Executive may has the right, at any time during the Term, to terminate his employment under with the Company for Good Reason (as defined below) by giving written notice to the Company as described in this Agreement at any time Section 6(d) below. Prior to the effectiveness of termination for Good Reason, as hereinafter definedthe Company shall be given thirty (30) calendar days’ prior written notice from the Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. In the event of termination under As used in this Section 4.26(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, or (ii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be entitled limited solely to receive all amounts payable upon termination under Section 4.1 and, subject (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts:
(1) the Company shall pay to the Executive severance in the form of salary continuation at the Executive’s then-current Base Salary rate in effect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on months; and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(d) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. The Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such written notice. If the Executive terminates his employment without Good Reason, the Company’s obligation to the Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination of employment (the “Severance Period”); and
(2) if plus any accrued but unpaid bonus and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the performance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company;
(3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and
(4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such programbenefits.
(b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):
Appears in 1 contract
