Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
Appears in 7 contracts
Samples: Employment Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/)
Termination Due to Disability. If In the event that the Executive incurs becomes Disabled during the Term and is, therefore, unable to perform his duties for more than 180 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a Disability, as defined belowperiod of 180 calendar days, the Company may shall have the right to terminate the Executive’s employment by giving as provided in this Section 7.2.
(a) The Board shall deliver written notice to the Executive written notice of termination the Company’s intent to terminate for Disability at least 30 calendar days before prior to the date Effective Date of Termination.
(b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice.
(c) A termination for Disability shall become effective upon the end of the 30-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire.
(or such lesser notice period as d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive may agree to). In the event following:
(1) Base Salary through the Effective Date of such termination of Termination;
(2) An amount equal to the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus unpaid Targeted Annual Bonus Award established for the calendar fiscal year in which the Effective Date of terminationTermination occurs, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) multiplied by a fraction, the numerator of which is the number of completed days in the current calendar then-existing fiscal year through the date Effective Date of termination Termination, and the denominator of which is 365 365;
(366 if a leap year)3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement;
(4) Accrued but unused vacation pay through the Effective Date of Termination; and
(5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company.
(e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid at in cash to the normal time for payment of such bonus Executive in the calendar year a single lump sum as soon as practicable following the calendar year Effective Date of Termination, but in no event later than 30 days after such date. The payments due to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.12). All other benefit plan or program of payments due to the Company as of the date of such Executive upon termination of employment, such compensation including those in Sections 7.2(d)(3) and benefits to (d)(5), shall be paid at in accordance with the normal time for payment terms of such compensation and benefits to applicable plans or program.
(f) With the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date exception of the Executive’s termination of employment covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and ending on the earlier of 16 and Section 7.2 (i) the date which is 12 months after the date of shall survive such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employertermination), the Company will pay the same percentage of the Executive’s premium for COBRA coverage for and the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would thereafter shall have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company7.2.
Appears in 7 contracts
Samples: Employment Agreement (Savient Pharmaceuticals Inc), Employment Agreement (Savient Pharmaceuticals Inc), Employment Agreement (Savient Pharmaceuticals Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the ExecutiveEmployee’s employment by giving the Executive at any time if Employee becomes disabled, upon written notice by Company to Employee. If Employee’s employment is terminated because of termination at least 30 days before Employee’s disability, he shall be entitled to:
(i) payment of a lump-sum disability benefit equal to 12 months’ then current Base Salary;
(ii) immediate acceleration of the vesting of any Service-Based Equity Awards and continuation of the Employee’s rights to exercise any outstanding Service-Based Equity-Based Awards through the effective date of such termination (or such lesser notice and for a period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve 12 months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; ;
(iii) for any other compensation Performance-Based Equity Awards, each Performance-Based Equity Award will become exercisable, payable or become vested if the underlying performance criteria are satisfied and in the case of any Performance-Based Equity Award that is a stock option which becomes exercisable pursuant to this Section 3(e)(iii), such option will remain exercisable until the earlier of the award’s original expiration date or 12 months following such termination;
(iv) reimbursement for any reasonable, unreimbursed and documented business expense he has incurred in performing Employee’s duties hereunder;
(v) the right to elect continuation coverage of insurance benefits to the extent actually earned required by law; and
(vi) payment of any accrued but unpaid benefits and any other rights as provided by the Executive under terms of any other employee benefit plan or program of the Company as Company. Any payments under this Section 3(e) shall be made within 30 days of the date of such Employee’s termination of employment. “Disability,” as used in this paragraph, such compensation and benefits means a physical or mental illness, injury, or condition that (a) prevents, or is likely to be paid prevent, as certified by a physician, Employee from performing one or more of the essential functions of Employee’s position, for at the normal time least 120 consecutive calendar days or for payment of such compensation and benefits to the extent at least 150 calendar days, whether or not previously paidconsecutive, in any 365 calendar day period, and (ivb) any reimbursement amounts owing under Section 4. In additionwhich cannot be accommodated with a reasonable accommodation, if the Executive elects to continue coverage under the without undue hardship on Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation specified in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive Americans with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyDisabilities Act.
Appears in 6 contracts
Samples: Severance Agreement (Layne Christensen Co), Severance Agreement (Layne Christensen Co), Severance Agreement (Layne Christensen Co)
Termination Due to Disability. If In the event that the Executive incurs becomes Disabled during the term of this Agreement and is, therefore, unable to perform his duties herein for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a Disability, as defined belowperiod of one hundred eighty (180) calendar days, the Company may shall have the right to terminate the Executive’s active employment by giving as provided in this Agreement.
(a) The Board shall deliver written notice to the Executive written notice of termination the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days before prior to the date Effective Date of Termination.
(b) Such Disability to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board, who are qualified to give such professional medical advice.
(c) A termination for Disability shall become effective upon the end of the thirty (or such lesser 30) day notice period as period. Upon the Effective Date of Termination, the Company’s obligations under this Agreement shall immediately expire.
(d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive may agree to). In the event following:
(1) Base Salary through the Effective Date of such termination of Termination;
(2) An amount equal to the Executive’s employment because of Disabilityunpaid targeted Annual Bonus award, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus established for the calendar fiscal year in which the Effective Date of terminationTermination occurs, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) multiplied by a fraction, the numerator of which is the number of completed days in the current calendar then-existing fiscal year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if a leap year365);
(3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company;
(4) Accrued but unused vacation pay through the Effective Date of Termination; and
(5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company.
(e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid at in cash to the normal time for payment of such bonus Executive in the calendar year a single lump sum as soon as practicable following the calendar year to which the bonus relates; Effective Date of Termination, but in no event beyond thirty (iii30) any days from such date. All other compensation and benefits payments due to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such upon termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued including those in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.Sections
Appears in 5 contracts
Samples: Employment Agreement (Bio Technology General Corp), Employment Agreement (Bio Technology General Corp), Employment Agreement (Bio Technology General Corp)
Termination Due to Disability. If In the event that the Executive incurs becomes Disabled during the term of this Agreement and is, therefore, unable to perform his duties herein for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s Disability will exist for more than a Disability, as defined belowperiod of one hundred eighty (180) calendar days, the Company may shall have the right to terminate the Executive’s active employment by giving as provided in this Agreement.
(a) The Board shall deliver written notice to the Executive written notice of termination the Company’s intent to terminate for Disability at least 30 thirty (30) calendar days before prior to the date Effective Date of Termination.
(b) Such Disability to be determined by the Board of Directors of the Company upon receipt of and in reliance on competent medical advice from one (1) or more individuals, selected by the Board, who are qualified to give such professional medical advice.
(c) A termination for Disability shall become effective upon the end of the thirty (or such lesser 30) day notice period as period. Upon the Effective Date of Termination, the Company’s obligations under this Agreement shall immediately expire.
(d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive may agree to). In the event following:
(1) Base Salary through the Effective Date of such termination of Termination;
(2) An amount equal to the Executive’s employment because of Disabilityunpaid targeted Annual Bonus award, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus established for the calendar fiscal year in which the Effective Date of terminationTermination occurs, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) multiplied by a fraction, the numerator of which is the number of completed days in the current calendar then-existing fiscal year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if a leap year365);
(3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company;
(4) Accrued but unused vacation pay through the Effective Date of Termination; and
(5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company.
(e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid at in cash to the normal time for payment of such bonus Executive in the calendar year a single lump sum as soon as practicable following the calendar year to which the bonus relates; Effective Date of Termination, but in no event beyond thirty (iii30) any days from such date. All other compensation and benefits payments due to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such upon termination of employment, such compensation including those in Sections 7.2(d)(2) and benefits to (d)(3), shall be paid at in accordance with the normal time for payment terms of such compensation and benefits to applicable plans or program.
(f) With the extent not previously paidexception of the covenants contained in Articles 8, 9, 11, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’14 and Sections 7.2(e), then for the period beginning on the date of the Executive’s termination of employment 13.3, 13.5, and ending on the earlier of 13.7 herein (i) the date which is 12 months after the date of shall survive such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employertermination), the Company will pay the same percentage of the Executive’s premium for COBRA coverage for and the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would thereafter shall have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits no further obligations under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
Appears in 5 contracts
Samples: Employment Agreement (Bio Technology General Corp), Separation and Release Agreement (Savient Pharmaceuticals Inc), Employment Agreement (Bio Technology General Corp)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment is terminated due to his Disability, and conditioned upon, no later than fifty-nine (59) days after the Date of Termination, the Executive’s (or Executive’s legal representative) execution of an effective general release of claims against the Company and its Subsidiaries and affiliates, in a form customarily used by the Company for its executives generally (a “Release”) (with all periods for revocation therein having expired), as well as the Executive’s acknowledgement of, and the Executive’s compliance with, the Executive’s obligations under the restrictive covenants set forth in Articles 11 through 13, he shall be entitled to the following benefits:
i. A lump-sum amount, paid within sixty (60) days following the Date of Termination, equal to the Executive’s unpaid Base Salary through and including the Date of Termination, as well as for any accrued, unused vacation and unreimbursed business expenses as of the Date of Termination, consistent with the regular payroll practices of the Company’s group life insurance plan is barred;
ii. A lump-sum amount, paid sixty (60) days following the Company Date of Termination, of the annual incentive at target for the calendar year that includes the Date of Termination; provided however, that such amount shall arrange be adjusted on a Pro Rata basis; and
iii. A lump-sum amount, paid sixty (60) days following the Date of Termination, equal to provide the total premiums the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are would be required to pay for group life insurance twelve (12) months of COBRA continuation coverage under the Company’s group life insurance planhealth benefit plans (i.e., if any. For purposes medical, dental, and vision coverage), determined using the COBRA premium rate in effect for the level of this Agreement, coverage that the Executive had in place immediately prior to the Executive’s Date of Termination (the “COBRA Payment”). The Executive shall not be considered required to have incurred a Disability if and only if purchase COBRA continuation coverage in order to receive the COBRA Payment, nor shall the Executive is by reason be required to apply the COBRA Payment towards any payment of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last applicable premiums for COBRA continuation coverage. In no event shall a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees termination of the CompanyExecutive’s employment due to Disability occur until the Party terminating the Executive’s employment gives written notice to the other Party in accordance with Article 24 below.
Appears in 5 contracts
Samples: Executive Employment Agreement (Eldorado Resorts, Inc.), Executive Employment Agreement (Eldorado Resorts, Inc.), Executive Employment Agreement (Eldorado Resorts, Inc.)
Termination Due to Disability. If the Executive incurs suffers a Disability, as defined below, the Company may terminate the this Agreement and Executive’s employment by giving the Executive providing written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the to Executive may agree to). In the event of such termination of the Company’s termination because of Disability specifying in such notice the effective termination date, and this Agreement and Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of will terminate at the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning day on the termination date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation specified in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if anynotice. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the term “Disability” means either (a) when Executive is by reason deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive, (b) the inability of any medically determinable physical Executive, because of injury, illness, disease or bodily or mental impairment that can be expected infirmity, to result in death perform, with or can be without reasonable accommodation, the essential functions of his job for more than ninety (90) days during any period of twelve (12) consecutive months, or (c) upon the written determination by a physician selected by the Company that, because of an injury, illness, disease or bodily or mental infirmity, Executive is unable to perform, with or without reasonable accommodation, the essential functions of Executive’s job, and, as of the date of determination, such condition is reasonably expected to last for a continuous period of not less than 12 months ninety (90) days or longer after the date of determination, based on the medical information reasonably available to such physician at the time of such determination. In connection with any determination under the foregoing subpart (c), Executive hereby: (i) unable consents to engage in any substantial gainful activity, or examinations by any physician selected by the Company; (ii) receiving income replacement benefits for a period agrees to furnish such medical information as may be requested by the Company or its selected physician; and (iii) waives any applicable physician-patient privilege that may arise because of not less than 3 months under an accident and health plan covering employees any such examination. Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement will immediately terminate, except: (x) the Company will pay Executive that portion of his Base Salary which will have been earned through the termination date; and (y) the Company will pay or provide Executive with such other payments or benefits, if any, which have accrued and vested before the termination date. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.
Appears in 4 contracts
Samples: Employment Agreement (Hurco Companies Inc), Employment Agreement (Hurco Companies Inc), Employment Agreement (Hurco Companies Inc)
Termination Due to Disability. If In the Executive incurs a Disability, as defined below, the Company may terminate event the Executive’s employment by giving hereunder is terminated due to his disability, as determined under the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the ExecutiveCompany’s employment because of Disabilitylong-term disability plan, the Executive shall be entitled to receive to:
(i) his base salary pursuant to the Base Salary as provided in Section 3.1 4, above, through the date end of the sixth month after the month in which is twelve months following the date of such termination of employment, reduced by any amounts paid Executive’s employment terminates due to the Executive under any disability program maintained by the Company, such base salary, as reduceddisability, to be paid in accordance with the standard Company’s regular payroll practices of the Company; practices, (ii) a prorata any annual bonus for awarded in accordance with the calendar year of termination, calculated as the product of (x) the annual performance-based Company’s bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year)program but not yet paid under Section 5, to be paid at the normal time for payment of such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in the calendar year following the calendar year to which the bonus relates; accordance with Section 7(a) above, (iii) any other compensation and benefits to within 45 days after the extent actually earned date of termination, a pro rata bonus for the year of termination in an amount determined by the Executive Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iv) the rights under any other benefit plan or program options to purchase equity securities of the Company as or other rights with respect to equity securities of the date Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (v) for a period of such six months following the termination of the Executive’s employment, such compensation continued medical benefit plan coverage (including dental and vision benefits to be paid at if provided under the normal time applicable plans) for payment the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of such compensation and benefits coverage to the extent not previously paidExecutive) as is then in existence for other executives during the coverage period; provided, and (iv) any reimbursement amounts owing under Section 4. In additionthat, if the Executive elects cannot continue to continue coverage under participate in the Company’s health plan pursuant to Company plans providing such benefits, the Consolidated Omnibus Budget Reconciliation Act (“COBRA’)Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, then for however, that, in the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date event the Executive becomes eligible for health insurance benefits under the group health plan of re-employed with another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse employer and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance medical benefits from another such employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company medical benefits described herein shall arrange to provide immediately cease, and (vi) the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance planvested accrued benefits, if any. For purposes of this Agreement, under the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 4 contracts
Samples: Employment Agreement (Security Capital Assurance LTD), Employment Agreement (Security Capital Assurance LTD), Employment Agreement (Security Capital Assurance LTD)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the The Company may cause the REIT Operator to terminate the Executive’s employment employment, to the extent permitted by giving the applicable law, if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through perform the date which is twelve months following the date essential functions of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment job, with or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employerwithout reasonable accommodation, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months six (i6) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the CompanyREIT Operator (“Disability”). If Executive’s employment is terminated under this Section 4(a) for Disability, then the REIT Operator shall pay or provide Executive the following:
(i) the Accrued Benefits (as defined in Section 4(i) hereof);
(ii) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”);
(iii) the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s Target Annual Bonus for the year in which the effective date of Executive’s termination occurs, and (y) a fraction, the numerator of which is the number of days in the calendar year preceding the effective of Executive’s termination, and the denominator of which is 365 (the “Prorated Final Year Target Bonus”). Subject to Section 24, the Prorated Final Year Target Bonus shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60th) day following the effective date of Executive’s termination; and
(iv) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the excess of (x) the COBRA cost of coverage for each month during the Applicable Benefits Payment Period (as defined in Section 4(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.
Appears in 4 contracts
Samples: Employment Agreement (Broadstone Net Lease, Inc.), Employment Agreement (Broadstone Net Lease, Inc.), Employment Agreement (Broadstone Net Lease, Inc.)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation 's employment hereunder is terminated due to Disability, he shall be entitled to the following:
(I) periodic disability payments in accordance with the Company’s group 's Long-Term Disability Plan;
(II) Base Salary through the end of the month in which the Termination Date occurs;
(III) a Pro-Rata annual incentive award for the fiscal year in which his Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(IV) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a minimum period of 12 months (provided, however, that no options can be exercised beyond their expiration date), all such options to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; and
(V) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance plan is barredcoverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the Company shall arrange date on which his employment terminates, on terms and conditions that are no less favorable to provide the Executive him than those that applied on such date, and with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance planCOBRA benefits commencing thereafter; provided that the Executive Company's obligation under this Section 8(B)(V) shall pay be reduced to the same proportionate share extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and
(VI) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(H)(I). No termination of the premium Executive's employment for such coverage that members of senior management of Disability shall be effective until the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 4 contracts
Samples: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Employer terminates Executive’s employment by giving the on account of any mental or physical Disability that prevents Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disabilityfrom performing their essential job functions, the even with reasonable accommodation, Executive shall be entitled to receive to: (i) his base salary pursuant to Section 3.1 all Base Salary earned and reimbursement for expenses incurred under this Agreement through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Companydate; (ii) a prorata bonus full Base Salary for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar termination date (less the amount of any payments received by Executive during such one (1) year to which the bonus relatesperiod under any Employer‑sponsored disability plan); and (iii) any other compensation health and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health dental insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of one (1) year following the termination date, which benefits will be provided at Employer’s expense, but such period shall count towards the Employer’s continuation of coverage obligation under Section 4980B of Code (commonly referred to as “COBRA”); provided, however, that if Employer determines in its sole discretion that its provision of COBRA or health or dental insurance benefits or any premium payments for such benefits cannot less than 3 months under an accident and health plan covering employees be made without potentially violating applicable law (including, without limitation, Section 2716 of the CompanyPublic Health Service Act) or incurring an excise or penalty tax, under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010, Employer will in lieu thereof provide to Executive a taxable payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue their group health coverage in effect on the date of their termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for the one (1) year following the termination of employment, which payment will be made regardless of whether Executive elects COBRA continuation coverage and will be paid at the same time any other amounts described in this Section 5.d are paid to Executive. All such compensation shall be paid Executive in one (1) lump sum the first day of the month following a period of six (6) months after Executive’s employment was terminated, provided that Executive has signed a Release Agreement which has become irrevocable prior to the payment date.
Appears in 3 contracts
Samples: Employment Agreement (Northrim Bancorp Inc), Employment Agreement (Northrim Bancorp Inc), Employment Agreement (Northrim Bancorp Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment is terminated during the Term of Employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination reason of the Executive’s employment because of Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive shall be entitled to receive under this Agreement except as provided in this Section 5(a) and Section 5(h) below. In addition and if the requirements of Section 5(k) are met:
(i) his base salary pursuant The Executive shall receive cash payments in an aggregate amount equal to Section 3.1 through the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the form of installments, the sum of the amounts set forth in the preceding clauses (A) and (B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account of Disability.
(ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination.
(iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which is twelve months the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law.
(iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following:
(A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest.
(B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and or (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company each such option would have provided to the Executive if the Executive expired had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment not terminated.
(C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the Company’s group life insurance plan is barredterms and conditions applicable to such award, the Company shall arrange to provide determined as though the Executive remained actively employed through the end of the applicable performance period, provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, such award shall become immediately vested with comparable life insurance coverage respect to the extent available at a cost not target number of shares subject to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyaward.
Appears in 3 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment is terminated during the Term of Employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination reason of the Executive’s employment because of Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive shall be entitled to receive under this Agreement except as provided in this Section 5(a) and Section 5(g) below. In addition, and if the requirements of Section 5(j) are met:
(i) his base salary pursuant The Executive shall receive cash payments in an aggregate amount equal to Section 3.1 through the sum of (A) Executive’s then current Base Salary and (B) the median of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Median Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control (as defined below), in lieu of payment in the form of installments, the sum of the amounts set forth in the preceding clauses (A) and (B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account of Disability.
(ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination, which is twelve months shall be paid at the time set forth in Exhibit A.
(iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law.
(iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following and paid at the time set forth in the applicable Award Agreement:
A. Except as otherwise provided in (C) below, all unvested awards shall immediately vest.
B. All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and or (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company each such option would have provided to the Executive if the Executive expired had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment not terminated.
C. Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the Company’s group life insurance plan is barredterms and conditions applicable to such award, the Company shall arrange to provide determined as though the Executive remained actively employed through the end of the applicable performance period, provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, such award shall become immediately vested with comparable life insurance coverage respect to the extent available at a cost not target number of shares subject to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyaward.
Appears in 2 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Termination Due to Disability. If If, during the Executive incurs a DisabilityTerm, as defined below, the Company may terminate the Executive’s employment is terminated by giving the Executive written notice of termination at least 30 days before Corporation due to Disability, he shall be entitled to receive:
(i) accrued but unpaid Salary through the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because termination of Disabilityemployment, any accrued but unused vacation, any annual bonus earned for the Fiscal Year completed prior to the year of termination but not yet paid to him and reimbursement of expenses incurred by him through the date of termination but not yet paid to him, payable as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter; and, additionally, the Executive shall be entitled receive any other compensation or benefits, including, without limitation, benefits under any outstanding equity grants and awards granted to receive (i) his base salary pursuant to Section 3.1 the Executive and employee benefits under plans in which the Executive participates, that have vested through the date of termination or to which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to may then be paid entitled in accordance with the standard payroll practices applicable terms and conditions of each grant, award or plan (collectively, the Company; “Accrued Benefits”);
(ii) a prorata pro-rata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of equal to the end of such calendar year) and (y) Target Bonus multiplied by a fraction, the numerator of which is the number of completed days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date Fiscal Year of the Executive’s termination of employment during which the Executive was employed by the Corporation and ending the denominator of which is 365, as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter (the “Pro-Rata Target Bonus”);
(iii) severance equal to six months’ Salary payable in six (6) equal monthly installments and commencing on the earlier of first payroll period following such termination; and
(iiv) the date which is 12 months after the date of such termination of employment or (ii) the date if the Executive becomes eligible for health insurance benefits (or his beneficiaries) elects continued medical coverage under the group health plan of another employerCOBRA, the Company will Corporation shall pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under COBRA for six (6) months following such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companytermination.
Appears in 2 contracts
Samples: Severance Agreement (Griffon Corp), Severance Agreement (Griffon Corp)
Termination Due to Disability. If Executive becomes unable, due to physical or mental illness or injury, to perform the Executive incurs a essential duties of his position for 180 consecutive calendar days or more (“Disability, as defined below”), the Company may has the right to terminate the Executive’s employment by giving the Executive written notice of termination at least on 30 days before written notice. If, during the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such 21 days following Executive’s termination of the Executive’s employment because of for Disability, Executive signs and does not thereafter properly revoke the separation agreement and general release attached as Exhibit A, then, in addition to the payment of those benefits listed in Section 5(a), (i) Executive shall will be entitled to receive (i) his base salary pursuant an amount equal to Section 3.1 through the date which is twelve months following the date pro-rata portion of such termination of employment, reduced by any amounts paid bonus payments that would have been due to the Executive under any disability program maintained Section 3(b) of this Agreement had Executive been employed by the Company, such base salary, Company as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for last day of the calendar fiscal year of terminationduring which such termination occurred, calculated as the product of the bonus (xas determined pursuant to Section 3(b)) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) multiplied by a fraction, the numerator of which is equal to the number days from the start of days in the current calendar applicable fiscal year through the termination date of termination Executive’s employment with the Company, and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paidbeing 365, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date number of outstanding unvested stock options and restricted stock previously granted to Executive that would have vested had the Executive becomes eligible remained employed during the 12 months following the termination of Executive’s employment shall vest upon such termination, and the post-termination exercise period for health insurance benefits under all of Executive’s stock options shall be extended until the group health plan of another employer, the Company will pay the same percentage one-year anniversary of the Executive’s premium for COBRA coverage for the Executive and, termination date (or their expiration date if applicable, his spouse and dependent children, as the Company earlier). Such amounts payable under this subsection (c) shall be paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months promptly after the date of such termination of employment or (ii) that all bonus payments to other eligible employees are made for the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such applicable period, but only if the subject to Section 17 below. Nothing in this Section 5(c) shall reduce any right Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required may otherwise have to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for receive any disability benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the any Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance -sponsored disability plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Ddi Corp), Employment Agreement (Ddi Corp)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment hereunder is terminated due to Disability, he/she shall be entitled to the following:
(1) periodic disability payments in accordance with the Company’s Long-Term Disability Plan;
(2) Base Salary through the end of the month in which the Termination Date occurs;
(3) a Pro-Rata annual incentive bonus award for the fiscal year in which his/her Termination Date occurs, based on the Executive’s annual incentive bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company’s performance during such fiscal year;
(4) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a minimum period of 12 months (provided, however, that no options can be exercised beyond their expiration date), all such options to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; and
(5) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she was participating on the date on which his/her employment terminates, on terms and conditions that are no less favorable to him/her than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company’s obligation under this Section 8(B)(5) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and
(6) immediate vesting in the Company’s group life insurance Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan is barred, and deferred compensation plans; and
(7) the benefits described in Section 8(H)(1). No termination of the Executive’s employment for Disability shall be effective until the Company shall arrange first gives 15 days written notice of such termination to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 2 contracts
Samples: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his her base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his her spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if heshe, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Employer terminates Executive’s employment by giving the on account of any mental or physical Disability that prevents Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disabilityfrom performing their essential job functions, the even with reasonable accommodation, Executive shall be entitled to receive to: (i) his base salary pursuant to Section 3.1 all Base Salary earned and reimbursement for expenses incurred under this Agreement through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Companydate; (ii) a prorata bonus full Base Salary for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which termination date (less the bonus relatesamount of any payments received by Executive during such one (1)year period under any Employer‑sponsored disability plan); and (iii) any other compensation health and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health dental insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of one (1) year following the termination date, which benefits will be provided at Employer’s expense, but such period shall count towards the Employer’s continuation of coverage obligation under Section 4980B of Code (commonly referred to as “COBRA”); provided, however, that if Employer determines in its sole discretion that its provision of COBRA or health or dental insurance benefits or any premium payments for such benefits cannot less than 3 months under an accident and health plan covering employees be made without potentially violating applicable law (including, without limitation, Section 2716 of the CompanyPublic Health Service Act) or incurring an excise or penalty tax, under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010, Employer will in lieu thereof provide to Executive a taxable payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue their group health coverage in effect on the date of their termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for the one (1) year following the termination of employment, which payment will be made regardless of whether Executive elects COBRA continuation coverage and will be paid at the same time any other amounts described in this Section 5.d are paid to Executive. All such compensation shall be paid Executive in one (1) lump sum the first day of the month following a period of six (6) months after Executive’s employment was terminated, provided that Executive has signed a Release Agreement which has become irrevocable prior to the payment date.
Appears in 2 contracts
Samples: Employment Agreement (Northrim Bancorp Inc), Employment Agreement (Northrim Bancorp Inc)
Termination Due to Disability. If Upon a determination that the Executive incurs a Disability, as defined belowis Disabled, the Company may terminate give notice to the Executive that it intends to replace him. If the Executive does not return to the performance of his duties on essentially a full-time basis within thirty (30) days after receiving such notice, the Company may replace the Executive without breaching this Agreement; provided, however, that this Agreement and the Executive’s 's employment by giving thereunder shall not terminate until the anniversary date of this Agreement next following the date that the Executive written notice is determined to be Disabled. For the period from the date the Executive is determined to be Disabled through the earlier of termination at least 30 days before such anniversary date or the date of such termination the Executive's death (or such lesser notice period as the “Disability Period”), the Company shall continue to provide the Executive may agree to). In all compensation and benefits provided for in Section 2; provided, however, that (x) the event of such termination of Company's obligation to pay the Executive’s employment because of Disability, the Executive 's Base Salary shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any the amounts paid to the Executive under any long-term disability program insurance plan sponsored or otherwise maintained by the CompanyCompany (if any) and that in no event shall the total annual obligation of the Company under this Agreement to make Base Salary payments to the Executive during the Disability Period be greater than an amount equal to two-thirds (2/3) of the Executive's Base Salary, such base salary, as reduced, to be paid computed on a pro rata basis beginning with the date that the Executive is replaced in accordance with this Section 3.2(c)(i) and continuing until the standard payroll practices expiration of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) Disability Period and (y) the Executive's Annual Bonus due for fiscal year (or years) in which all or a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program portion of the Company as of the date of such termination of employment, such compensation and benefits to Disability Period occurs shall not be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning reduced on the date account of the Executive’s termination of employment 's absence from active service due to his Disability from what otherwise may be earned and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue payable to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyhim.
Appears in 2 contracts
Samples: Employment Agreement (Education Management Corporation), Employment Agreement (Education Management Corporation)
Termination Due to Disability. If If, during the Executive incurs a DisabilityTerm, as defined below, the Company may terminate the Executive’s employment is terminated by giving the Executive written notice of termination at least 30 days before Corporation due to Disability, he shall be entitled to receive:
(i) accrued but unpaid Salary through the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because termination of Disabilityemployment, any accrued but unused vacation, any annual bonus or long-term bonus earned for the Fiscal Year (or Fiscal Years) completed prior to the year of termination but not yet paid to him and reimbursement of expenses incurred by him through the date of termination but not yet paid to him, payable as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter; and, additionally, the Executive shall be entitled receive any other compensation or benefits, including, without limitation, benefits under any outstanding equity grants and awards granted to receive (i) his base salary pursuant to Section 3.1 the Executive and employee benefits under plans in which the Executive participates, that have vested through the date of termination or to which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to may then be paid entitled in accordance with the standard payroll practices applicable terms and conditions of each grant, award or plan (collectively, the Company; “Accrued Benefits”);
(ii) a prorata pro-rata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of equal to the end of such calendar year) and (y) Target Bonus multiplied by a fraction, the numerator of which is the number of completed days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date Fiscal Year of the Executive’s termination of employment during which the Executive was employed by the Corporation and ending the denominator of which is 365, as soon as administratively feasible following the termination date, but in any event within fifteen (15) days thereafter (the “Pro-Rata Target Bonus”);
(iii) severance equal to six months’ Salary payable in six (6) equal monthly installments and commencing on the earlier of first payroll period following such termination; and
(iiv) the date which is 12 months after the date of such termination of employment or (ii) the date if the Executive becomes eligible for health insurance benefits (or his beneficiaries) elects continued medical coverage under the group health plan of another employerCOBRA, the Company will Corporation shall pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under COBRA for six (6) months following such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companytermination.
Appears in 2 contracts
Samples: Severance Agreement (Griffon Corp), Severance Agreement (Griffon Corp)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment is terminated during the Term of Employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination reason of the Executive’s employment because of Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive shall be entitled under this Agreement except as provided in this Section (a) and Section 5(h) below. In addition (subject to receive compliance with the requirements of Section 5(k)):
(i) his base salary pursuant The Executive shall receive cash payments in an aggregate amount equal to Section 3.1 through the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the form of installments, the sum of the amounts set forth in the preceding clauses (A) and (B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account of Disability.
(ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination.
(iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which is twelve months the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive.
(iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following:
(A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest.
(B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and or (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company each such option would have provided to the Executive if the Executive expired had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment not terminated.
(C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the Company’s group life insurance plan is barredterms and conditions applicable to such award, the Company shall arrange to provide determined as though the Executive remained actively employed through the end of the applicable performance period, provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, such award shall become immediately vested with comparable life insurance coverage respect to the extent available at a cost not target number of shares subject to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyaward.
Appears in 2 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation 's employment hereunder is terminated due to Disability, he shall be entitled to:
(i) disability benefits in accordance with the long-term disability program(s) in effect as of the Termination Date for senior executives of the Company;
(ii) Base Salary through the end of the month in which the long-term disability benefits commence;
(iii) prompt payment of a Pro-Rata Annual Incentive Award for the year in which his employment terminates;
(iv) for Stock Options granted prior to the Effective Date, vesting, as of the date of termination, of any tranche not vested in the year in which termination occurs with continued exercisability of vested Stock Options for a period of two years following the date of termination;
(v) for Stock Options granted as of or following the Effective Date, full vesting and exercisability, as of the date of death, for all outstanding Stock Options, each such Stock Option to remain exercisable for the lesser of (A) five years following the date of termination or (B) the remaining stated term of the Stock Option; and
(vi) continued participation, through the later of the then scheduled expiration of the Term and the second anniversary of the Termination Date, in all welfare benefit plans, programs and arrangements (including, without limitation, all medical, dental, vision, hospitalization and life insurance coverages and benefits) in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him and his family members than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company’s group life insurance plan is barredobligation under this Section 9(b)(vi) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer and provided further that, to the extent (if any) that the Company’s plans do not permit continuation of coverages and benefits after the Termination Date, the Company shall arrange to provide the Executive with comparable life insurance coverage Executive, quarterly in advance, an amount that is sufficient (after taxes) to purchase such coverages and benefits on an individual basis. No termination of the Executive's employment for Disability shall be effective unless the Party terminating his employment first gives 15 days' written notice of such termination to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyother Party.
Appears in 2 contracts
Samples: Employment Agreement (Pathnet Telecommunications Inc), Employment Agreement (Pathnet Telecommunications Inc)
Termination Due to Disability. If this Agreement is terminated by either party as a result of the Executive incurs a Disability, Employee’s Disability (as defined below), the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid in addition to the Executive under any disability program maintained benefits otherwise due the Employee and as otherwise required by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employerlaw, the Company will pay Employee his Base Salary (and any previously earned bonus) until the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the effective date of the Executive’s termination of employment and ending on due to the earlier of Disability (i) the date which is 12 months after the date of such termination of employment or (ii) the date on “Disability Effective Date”). The Employee shall be eligible to receive disability insurance coverage at those levels which the Executive becomes eligible for life Company provides to its executive officers from time-to-time; provided, however, if Company’s disability insurance benefits carrier denies Employee coverage at the executive benefit level, Company shall enroll Employee in the Company standard disability insurance coverage pool. In the event Employee’s employment is terminated at any time due to Disability, Employee will continue to receive his Base Salary during any waiting period required under the Company’s disability insurance policy then in effect and such payments will terminate upon the expiration of any such waiting period. In the event Employee’s employment is terminated due to Disability during the period Employee is prohibited from another employerselling his stock in the Company pursuant to that certain Shareholders Agreement of even date herewith, the Company will continue pay Employee his Base Salary during the prohibition period, less any benefits received by Employee under Company’s disability insurance coverage. Any amounts paid to provide the life Employee pursuant to disability insurance benefits that policies provided by the Company would have provided shall be offset against the amount of Base Salary due or paid to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits Employee under this Section 5.24 d for the same periods as covered by the payments under the disability insurance policies. Except as provided herein, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executiveupon termination as a result of Employee’s participation in the Company’s group life insurance plan is barredDisability, the Company shall arrange have no further obligations to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are Employee under this Agreement, except as otherwise required to pay for group life insurance coverage under the Company’s group life insurance plan, if anylaw. For purposes of this Agreement, the Executive shall Employee will be considered deemed to have incurred a Disability if and only if the Executive is by reason of any medically determinable “Disability” if, for physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) reasons, the Employee is unable to engage in any substantial gainful activityperform the Employee’s essential duties under this Agreement without reasonable accommodation for ninety (90) consecutive days, or one hundred eighty (ii180) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees days during any twelve (12)-month period, as determined in accordance with this Section 4 d. The disability of the Company.Employee will be determined by a medical doctor selected by written agreement of the Company and the Employee upon the request of either party by notice to the other. If the Company and the Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Employee has a disability. The determination of the medical doctor selected under this Section 4 d will be binding on both parties. The Employee must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 4 d, and the Employee hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If the Employee is not legally competent, the Employee’s legal guardian or duly authorized attorney-in-fact will act in the Employee’s stead, for the purposes of selecting the medical doctor, submitting the Employee to the examinations, and providing the authorization of disclosure as required under this Section 4 d.
Appears in 1 contract
Termination Due to Disability. If The Company shall have the Executive incurs a Disability, as defined below, the Company may right to terminate the Executive’s employment by giving for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of to be unable to substantially perform the Executive’s employment because of Disability, normal duties; provided however that the Executive shall not be entitled to receive considered disabled until: (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under has been so disabled for 180 days during any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices period of the Companytwelve (12) consecutive months; (ii) a prorata bonus for the calendar year Executive’s attending physician shall have furnished to the Company certification that the return of termination, calculated as the product of Executive to his/her normal duties is impossible or improbable; or (xiii) the annual performance-based bonus Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive’s estate: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable to under Article 5.2 had there been no termination of the Executive Employment Period); (c) a pro rata share of target Annual Bonus for the calendar fiscal year in which the Effective Date of termination Termination occurs (determined as the calculation of which the end of such calendar year) and (y) Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the current calendar bonus plan year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if 365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a leap year), to be paid at the normal time for payment period of such bonus one hundred eighty (180) calendar days or less in the calendar year following aggregate during any period of twelve (12) consecutive months, in the calendar year absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to which perform his/her duties hereunder and shall not be deemed a breach or default, and the bonus relates; (iii) Executive shall receive full compensation for any such period of Disability or for any other compensation and benefits to temporary illness or incapacity during the extent actually earned by term of this Agreement. If the employment of the Executive under any other benefit plan or program terminates because of disability, all of the Company Executive’s outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employerdisability. Then, the Company will pay the same percentage of Executive, the Executive’s premium for COBRA coverage for personal representatives, distributees, or legatees may exercise the Executive and, if applicable, his spouse and dependent children, as Executive’s grants at any time before the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the expiration date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companygrant.
Appears in 1 contract
Termination Due to Disability. If The Company shall have the Executive incurs a Disability, as defined below, the Company may right to terminate the Executive’s 's employment by giving for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of to be unable to substantially perform the Executive’s employment because of Disability, 's normal duties; provided however that the Executive shall not be entitled to receive considered disabled until: (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under has been so disabled for 180 days during any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices period of the Companytwelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a prorata bonus written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of termination, calculated as Termination occurs (the product calculation of (x) which the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the current calendar bonus plan year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if 365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a leap year), to be paid at the normal time for payment period of such bonus one hundred eighty (180) calendar days or less in the calendar year following aggregate during any period of twelve (12) consecutive months, in the calendar year absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to which perform his/her duties hereunder and shall not be deemed a breach or default, and the bonus relates; (iii) Executive shall receive full compensation for any such period of Disability or for any other compensation and benefits to temporary illness or incapacity during the extent actually earned by term of this Agreement. If the employment of the Executive under any other benefit plan or program terminates because of disability, all of the Company Executive's outstanding stock grants, including performance based grants, will become immediately vested, effective as of the date of such termination of employmentthe Executive's disability. Then, such compensation and benefits to be paid the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the expiration date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companygrant.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment is terminated during the Term of Employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination reason of the Executive’s employment because of Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive shall be entitled to receive under this Agreement except as provided in this Section 5(a) and Section 5(h) below. In addition, and if the requirements of Section 5(k) are met:
(i) his base salary pursuant The Executive shall receive cash payments in an aggregate amount equal to Section 3.1 through the sum of (A) Executive’s then current Base Salary and (B) the median of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Median Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control (as defined below), in lieu of payment in the form of installments, the sum of the amounts set forth in the preceding clauses (A) and (B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account of Disability.
(ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination, which is twelve months shall be paid at the time set forth in Exhibit A.
(iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law.
(iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following and paid at the time set forth in the applicable Award Agreement:
A. Except as otherwise provided in (C) below, all unvested awards shall immediately vest.
B. All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and or (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company each such option would have provided to the Executive if the Executive expired had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment not terminated.
C. Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the Company’s group life insurance plan is barredterms and conditions applicable to such award, the Company shall arrange to provide determined as though the Executive remained actively employed through the end of the applicable performance period, provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, such award shall become immediately vested with comparable life insurance coverage respect to the extent available at a cost not target number of shares subject to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyaward.
Appears in 1 contract
Termination Due to Disability. If In the Executive incurs a Disability, as defined below, the Company may terminate event the Executive’s employment by giving hereunder is terminated due to his disability, as determined under the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the ExecutiveCompany’s employment because of Disabilitylong-term disability plan, the Executive shall be entitled to receive to:
(i) his base salary pursuant to the Base Salary as provided in Section 3.1 4, above, through the date end of the sixth month after the month in which is twelve months following the date of such termination of employment, reduced by any amounts paid Executive’s employment terminates due to the Executive under any disability program maintained by the Company, such base salary, as reduceddisability, to be paid in accordance with the standard Company’s regular payroll practices of the Company; practices,
(ii) a prorata any annual bonus for awarded in accordance with the calendar year of termination, calculated as the product of (x) the annual performance-based Company’s bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year)program but not yet paid under Section 5, to be paid at the normal time for payment of such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in the calendar year following the calendar year to which the bonus relates; accordance with Section 7(a) above,
(iii) any other compensation and benefits to within 45 days after the extent actually earned date of termination, a pro rata bonus for the year of termination in an amount determined by the Executive Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iv) the rights under any other benefit plan or program options to purchase equity securities of the Company as or other rights with respect to equity securities of the date Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof,
(v) for a period of such six months following the termination of the Executive’s employment, such compensation continued medical benefit plan coverage (including dental and vision benefits to be paid at if provided under the normal time applicable plans) for payment the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of such compensation and benefits coverage to the extent not previously paidExecutive) as is then in existence for other executives during the coverage period; provided, and (iv) any reimbursement amounts owing under Section 4. In additionthat, if the Executive elects cannot continue to continue coverage under participate in the Company’s health plan pursuant to Company plans providing such benefits, the Consolidated Omnibus Budget Reconciliation Act (“COBRA’)Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, then for however, that, in the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date event the Executive becomes eligible for health insurance benefits under the group health plan of reemployed with another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse employer and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance medical benefits from another such employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company medical benefits described herein shall arrange to provide immediately cease, and
(vi) the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance planvested accrued benefits, if any. For purposes of this Agreement, under the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Samples: Employment Agreement (Security Capital Assurance LTD)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the (i) The Employment Term and Executive’s employment by giving hereunder shall terminate upon Executive’s disability (as defined under the Executive written notice of termination at least 30 days before the date of Company’s broad-based group long-term disability plan; such termination (or such lesser notice period incapacity is hereinafter referred to as the Executive may agree to‘Disability’). In Any question as to the event existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.
(ii) Upon Executive’s termination of the employment hereunder on account of Executive’s employment because of Disability, the Executive shall be entitled to receive receive:
(iA) his base salary pursuant the Accrued Rights;
(B) an amount equal to Section 3.1 through the date which is twelve months following Target Bonus for the date year of such Executive’s termination of employment, reduced employment multiplied by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is shall equal the number of days Executive was employed by the Company in the current calendar Company fiscal year through the date in which Executive’s termination of termination employment occurs and the denominator of which is 365 (366 if shall equal 365, paid in a leap year), to be paid lump sum at the normal same time for payment of such bonus in as the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then Annual Bonus for the period beginning on the date year of the Executive’s termination of employment would have been paid to Executive had he not terminated employment;
(C) the COBRA Premium and ending Insurance Premium (provided, for the avoidance of doubt, the Insurance Premium shall be determined on the earlier basis of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment other than due to his death), paid in a lump sum within 30 days after the date of Executive’s termination of employment;
(D) immediate, full vesting of all outstanding restricted stock vesting on a time-basis, but not on a performance-basis, stock options and ending all other long-term equity or other long-term incentive awards vesting on a time-basis then held by Executive;
(E) all outstanding stock options then held by Executive shall remain exercisable until the earlier of (ix) 24 months following the date which is 12 months after the effective date of such termination and (y) the expiration of the option term. Following Executive’s termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employerdue to Executive’s Disability, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued except as set forth in employment with the Company for such periodthis Section 8(c)(ii), but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for have no further rights to any compensation or any other benefits under this Agreement.”
12. Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% 8(d)(iii) of the cost of Existing Agreement (as renumbered pursuant to Item 11 above) is hereby amended by deleting the group life insurance coverage offered to section in its entirety and inserting in lieu thereof the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.following:
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the The Company may terminate the ExecutiveEmployee’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to)hereunder due to Disability. In the event of such a termination of the ExecutiveEmployee’s employment because of by the Company due to Disability, the Executive Employee, his beneficiary as designated pursuant to Section 10.i. or his legal representative, as the case may be, shall be entitled to receive receive:
i. any unpaid Base Salary through the Date of Termination;
ii. any deferred compensation (iincluding, without limitation, interest or other credits on such deferred amounts) his base salary to the extent permitted under any plan or agreement pursuant to Section 3.1 through which such deferred compensation was provided, any Incentive Bonus, any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to the date Date of Termination;
iii. a periodic payment (the “Disability Termination Payment”) equal to Employee’s Aggregate Compensation for the calendar year preceding the year in which is twelve the Employee’s Disability Date of Termination occurs divided by 26, which shall be paid to the Employee in bi-weekly installments for a period of 36 months following the Date of Termination; and shall not be reduced by any payments for disability insurance provided by the Company;
iv. until Employee attains the age of 65 or, if Employee dies prior to attaining the age of 65, for three (3) years following the date of such termination of employmentEmployee’s death, reduced by any amounts paid the Company shall continue all Medical Benefits to the Executive under any disability program maintained by Employee and/or to the Company, such base salary, as reduced, Employee’s family at least equal to be paid those which would have been provided to them in accordance with the standard payroll practices plans and programs described in Section 4.e. of this Agreement if the Company; (ii) a prorata bonus for the calendar year of terminationEmployee’s employment had not been terminated due to Disability or, calculated as the product of (x) the annual performance-based bonus that would have been payable if more favorable to the Executive for Employee and/or the calendar year of termination (determined Employee’s family, as of in effect generally at any time thereafter during the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), aforesaid period with respect to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program senior executives of the Company as and their families; provided that in any case the Employee and/or the Employee’s family shall make all premium payments that would otherwise be required of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, Employee if the Executive elects Employee’s employment had not been terminated due to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employerDisability. In the event that the Executiveparticipation of the Employee or the Employee’s participation family in the Company’s group life insurance any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Executive Employee and/or the Employee’s family with comparable life insurance coverage Medical Benefits substantially similar to those which the extent available at a cost not Employee and/or the Employee’s family would otherwise have been entitled to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; receive under such plans and programs from which continued participation is barred, provided that the Executive Employee and/or the Employee’s family shall pay make payments to the same proportionate share Company in amounts and at times as any premiums would have been paid by the Employee pursuant to the immediately preceding sentence; and
v. any other compensation or benefits which may be owed or provided to or in respect of the premium for such coverage that members of senior management of Employee in accordance with the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes terms and provisions of this Agreement, the Executive shall be considered to have incurred a Disability if Agreement or any plans and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees programs of the Company.. EMPLOYMENT AGREEMENT -7- XXXXX X. XXXXXXX
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation 's employment hereunder is terminated due to Disability, she shall be entitled to the following:
(I) periodic disability payments in accordance with the Company’s group 's Long-Term Disability Plan;
(II) Base Salary through the end of the month in which the Termination Date occurs;
(III) a Pro-Rata annual incentive award for the fiscal year in which her Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(IV) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a minimum period of 12 months (provided, however, that no options can be exercised beyond their expiration date), all such options to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; and
(V) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance plan is barredcoverages and in all other employee welfare benefit plans, programs and arrangements in which she was participating on the Company shall arrange date on which her employment terminates, on terms and conditions that are no less favorable to provide the Executive her than those that applied on such date, and with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance planCOBRA benefits commencing thereafter; provided that the Executive Company's obligation under this Section 8(B)(V) shall pay be reduced to the same proportionate share extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and
(VI) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(H)(I). No termination of the premium Executive's employment for such coverage that members of senior management of Disability shall be effective until the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If In the event that the Executive incurs becomes disabled during employment such that he is unable to perform his duties for more than 90 total calendar days during any period of 12 consecutive months, or in the event of the Board’s reasonable expectation that the Executive’s disability will exist for more than a period of 90 calendar days (“Disability, as defined below”), the Company may shall have the right to terminate the Executive’s employment by giving as provided in this Section 7.2.
(a) The Board shall deliver written notice to the Executive written notice of termination the Company’s intent to terminate for Disability at least 30 14 calendar days before prior to the date Effective Date of Termination.
(b) Determinations of Executive’s Disability shall determined by the Board upon receipt of and in reliance on competent medical advice from one or more individuals, selected by the Board who are qualified to give such professional medical advice.
(c) A termination for Disability shall become effective upon the end of the 14-day notice period. Upon the Effective Date of Termination, subject to Section 7.2(f), the Company’s obligations under this Agreement shall immediately expire.
(or such lesser notice period as d) Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive may agree to). In the event following:
(1) Base Salary through the Effective Date of such termination of Termination;
(2) An amount equal to the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus unpaid targeted Annual Bonus established for the calendar fiscal year in which the Effective Date of terminationTermination occurs, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) multiplied by a fraction, the numerator of which is the number of completed days in the current calendar then-existing fiscal year through the date Effective Date of termination Termination, and the denominator of which is 365 365;
(366 if a leap year)3) The Company shall fully accelerate vesting of any and all unvested stock options, restricted stock units and restricted stock grants held by the Executive;
(4) Accrued but unused vacation pay through the Effective Date of Termination; and
(5) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company.
(e) The benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid at in cash to the normal time for payment of such bonus Executive in the calendar year a single lump sum as soon as practicable following the calendar year Effective Date of Termination, but in no event later than 30 days after such date. The payments due to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any Section 7.2(d)(2) shall be paid in a lump sum on the Payment Date (as defined in Section 15.10). All other benefit plan or program of payments due to the Company as of the date of such Executive upon termination of employment, such compensation including those in Sections 7.2(d)(3) and benefits to (d)(5), shall be paid at in accordance with the normal time for payment terms of such compensation and benefits to applicable plans or program.
(f) With the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date exception of the Executive’s termination of employment covenants contained in Articles 8, 9, 10, 11, 12, 13, 15 and ending on the earlier of 16 and Section 7.2 (i) the date which is 12 months after the date of shall survive such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employertermination), the Company will pay the same percentage of the Executive’s premium for COBRA coverage for and the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would thereafter shall have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits no further obligations under this Agreement following the Effective Date of Termination pursuant to this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company7.2.
Appears in 1 contract
Samples: Employment Agreement (Dendreon Corp)
Termination Due to Disability. If In the event (x) the Executive’s employment hereunder is terminated due to his disability, as determined under the Company’s long-term disability plan, or (y) the Executive incurs a Disability, separation from service pursuant to Code Section 409A as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice a result of termination his incapacity due to physical or mental illness (in which case he shall be terminated for disability at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree toseparation from service). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive the following amounts:
(i) his base salary pursuant to Section 3.1 through the date which is twelve months following a cash lump sum payment made, within sixty (60) days after the date of such termination of employmentin an amount equal to the Base Salary as provided in Section 4, reduced by any amounts above, that would have been paid to the Executive under had he remained employed through the end of the sixth month after the month in which the Executive’s employment terminates due to disability,
(ii) any disability program maintained by the Company, such base salary, as reduced, to be paid annual bonus awarded in accordance with the standard payroll practices of the Company; (ii) a prorata ’s bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year)program but not yet paid under Section 5 above, to be paid at the normal time for payment of such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in the calendar year following the calendar year to which the bonus relates; accordance with Section 7 above,
(iii) any other compensation and benefits to within 60 days after the extent actually earned date of termination, a pro rata bonus for the year of termination in an amount determined by the Executive Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iv) the rights under any other benefit plan or program options to purchase equity securities of the Company as or other rights with respect to equity securities of the date Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof,
(v) for a period of such six months following the termination of the Executive’s employment, such compensation continued medical benefit plan coverage (including dental and vision benefits to be paid at if provided under the normal time applicable plans) for payment the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of such compensation and benefits coverage to the extent not previously paidExecutive) as is then in existence for other executives during the coverage period; provided, and (iv) any reimbursement amounts owing under Section 4. In additionthat, if the Executive elects cannot continue to continue coverage under participate in the Company’s health plan pursuant to Company plans providing such benefits, the Consolidated Omnibus Budget Reconciliation Act (“COBRA’)Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, then for however, that, in the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date event the Executive becomes eligible for health insurance benefits under the group health plan of reemployed with another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse employer and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance medical benefits from another such employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company medical benefits described herein shall arrange to provide immediately cease, and
(vi) the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance planvested accrued benefits, if any. For purposes of this Agreement, under the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees employee benefit pro-grams of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s employment is terminated due to his Disability, the Employment Period shall terminate and he shall be entitled to the following benefits:
(i) continuation of Base Salary through the end of the Scheduled Initial Term at the Base Salary rate in effect on the date of termination, and the further continuation of the Base Salary (as adjusted pursuant to Section 1(b)(ii)) through the remainder of the Scheduled Employment Period and the two-year period thereafter;
(ii) annual incentive award for the year in which the Executive’s Disability occurs, based on the original target award performance for the Executive for such year, payable in a single installment promptly after the Executive’s employment is terminated;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminated;
(iv) continued participation by the Executive’s spouse during her lifetime in the Company’s group life insurance plan medical and dental plans, or, in the event that the Executive’s spouse is barrednot eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated;
(v) continuation of the perquisites described in Section 8(b) during the Executive’s lifetime, except that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annum; and
(vi) upon the death of the Executive and his spouse, the Company shall arrange to provide shall, upon the Executive with comparable life insurance coverage demand of the Executive’s or his spouse’s estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the extent available at date of such demand or register the public offer and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a cost not to exceed 125% public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended. In no event shall a termination of the cost of Executive’s employment for Disability occur until the group life insurance coverage offered Party terminating his employment gives written notice to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if anyother Party in accordance with Section 21 below. For purposes of this AgreementIn addition, the Executive shall be considered acknowledges and agrees that he is not eligible to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage participate in any substantial gainful activityshort-term or long-term disability plan, policy or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of program maintained by the Company.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s 's employment because of Disabilityhereunder is terminated due to his disability, as determined under the Company's long-term disability plan, the Executive shall be entitled to receive to:
(i) his base salary pursuant the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive's termination due to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduceddisability, to be paid in accordance with the standard regular payroll practices or in a lump sum, at the Company's option, through the end of the Company; sixth month after the month in which the Executive's employment terminates due to disability,
(ii) any annual bonus earned in accordance with the Company's bonus program or awarded but not yet paid under Section 5(a)(which shall be deemed earned if Executive is employed hereunder on the last day of the fiscal year ending on or immediately preceding the date of termination),
(iii) a prorata pro rata bonus for the calendar year of terminationdisability in an amount determined by the Compensation Committee, calculated as but in no event less than a pro rata portion of the product of (x) the annual performance-based Executive's target bonus that would have been payable to the Executive for the calendar year of termination year,
(determined as of the end of such calendar yeariv) full and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company immediate vesting as of the date of such termination disability of employmentall rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, such compensation including any restricted stock or other securities, held by the Executive,
(v) full and benefits to be paid at immediate vesting under the normal time for payment Company's pension plans as of such compensation and benefits the date of disability, to the extent not previously paidpermitted by applicable law; provided, and (iv) any reimbursement amounts owing under Section 4. In additionhowever, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost such vesting cannot be effected under applicable law, economically equivalent benefits determined on an after-tax basis to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability provided through arrangements outside such pension plans in lieu thereof, and
(vi) any other rights and benefits, if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activityany, or (ii) receiving income replacement benefits for a period of not less than 3 months available under an accident and health plan covering employees employee benefit programs of the Company, or their equivalent, as provided in Section 6, above, including, without limitation, the terms of any long-term disability plan, and under the business expense reimbursement and fringe benefits programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of such programs, PROVIDED that such rights and benefits (excluding any right to be considered for additional grants under XL's stock option and other stock-based compensation or incentive plans), or the economic equivalent thereof on an after-tax basis to the Executive, shall continue for at least six months (or such longer continuation period as then provided by the Company and its Affiliates to other senior executives generally) following the end of the month in which the Executive's employment is terminated due to disability.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the (i) The Employment Term and Executive’s employment by giving hereunder shall terminate upon Executive’s disability (as defined under the Executive written notice of termination at least 30 days before the date of Company’s broad-based group long-term disability plan; such termination (or such lesser notice period incapacity is hereinafter referred to as the Executive may agree to“Disability”). In Any question as to the event existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.
(ii) Upon Executive’s termination of the employment hereunder on account of Executive’s employment because of Disability, the Executive shall be entitled to receive receive:
(iA) his base salary pursuant the Accrued Rights;
(B) an amount equal to Section 3.1 through the date which is twelve months following Target Bonus for the date year of such Executive’s termination of employment, reduced employment multiplied by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is shall equal the number of days Executive was employed by the Company in the current calendar Company fiscal year through the date in which Executive’s termination of termination employment occurs and the denominator of which is 365 (366 if shall equal 365, paid in a leap year), to be paid lump sum at the normal same time for payment of such bonus in as the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then Annual Bonus for the period beginning on the date year of the Executive’s termination of employment would have been paid to Executive had he not terminated employment;
(C) the COBRA Premium and ending Insurance Premium (provided, for the avoidance of doubt, the Insurance Premium shall be determined on the earlier basis of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment other than due to his death), paid in a lump sum within 30 days after the date of Executive’s termination of employment;
(D) immediate, full vesting of all outstanding restricted stock vesting on a time-basis, but not on a performance-basis, stock options and ending all other long-term equity or other long-term incentive awards vesting on a time-basis then held by Executive;
(E) all outstanding stock options then held by Executive shall remain exercisable until the earlier of (ix) 24 months following the date which is 12 months after the effective date of such termination and (y) the expiration of the option term. Following Executive’s termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employerdue to Executive’s Disability, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued except as set forth in employment with the Company for such periodthis Section 8(c)(ii), but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for have no further rights to any compensation or any other benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the The Company may terminate the Executive’s employment by giving the due to Disability if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by engage in any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is substantial gainful activity by reason of any medically determinable physical or mental impairment that can be which is expected to result in death or can be is expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of not less than 12 months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the Company (“Disability”). Any questions as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the Company. If Executive’s employment is terminated under this Section 4(a) for Disability, the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and, subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within 60 days after the date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, (A) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions will become fully vested as of the date of Executive’s termination (treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements), (B) within 60 days following the date of termination, the Company shall pay Executive (i) an amount equal to 50% of Executive’s then-current Base Salary and (ii) a pro-rated bonus for the year of termination equal to Executive’s Target Annual Bonus for the then-current calendar year, pro-rated to reflect the number of days in such calendar year through the date of termination of employment, and (C) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date 18 months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination).
Appears in 1 contract
Termination Due to Disability. (a) If the Executive incurs a Disability, becomes “Disabled” (as defined below) at any time during the Employment Period, the Company may shall have the right to terminate the Executive’s employment by giving employment, which termination shall become effective upon a date not less than thirty (30) calendar days following the Executive date that written notice of termination at least 30 days before the date of such termination (or is given to Executive. The Effective Date of Termination shall be specified in such lesser written notice period as of termination. From and after the Executive may agree to)Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive. In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive termination:
(i) his base salary pursuant the entitlement of Executive to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive benefits under any disability program maintained by the Companybenefit plan, such base salaryprogram, as reduced, to policy or arrangement described in Section 5.1 or 5.2 shall be paid determined in accordance with the standard payroll practices of the Company; provisions thereof;
(ii) a prorata bonus for the calendar year of termination, calculated as Inducement Grant will fully vest if not already vested and the product of (x) the annual performance-based bonus that would have been payable Inducement Grant and any Annual Equity Compensation Awards made prior to the Executive for the calendar year Effective Date of termination (determined as of the end of such calendar year) and (y) a fractionTermination will, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paidalready settled, be settled in accordance with the terms of the grant documents covering such grants or awards and consistent with the terms of this Agreement;
(iii) vesting and all other rights with respect to stock options and any other equity-based compensation awards not covered by Section 6.1 above will be determined in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant documents; provided, however that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred;
(iv) any reimbursement amounts owing under Section 4. In additionthe Company shall pay to Executive, if within ninety (90) days after the Executive elects to continue coverage under the Company’s health plan pursuant Effective Date of Termination, a lump sum cash payment equal to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier sum of (i) Executive’s Base Salary in effect as of the date Effective Date of Termination plus (ii) Executive’s Target Annual Bonus for the year in which is 12 months after the date termination occurs; and
(v) any LTIP Awards that are not covered by Section 6.1 or Section 6.2(a)(iii) above will be treated in accordance with the LTIP as then in effect.
(b) The term “Disabled” or “Disability” shall mean that (i) Executive has been unable, notwithstanding such reasonable accommodations as may be required by applicable law, to engage in the essential functions of such termination his position with the Company due to a disability, as determined by the Executive Compensation Committee upon receipt of employment and in reliance on independent competent medical advice, for more than one hundred eighty (180) total calendar days during any period of twelve (12) consecutive months, or (ii) the date Executive Compensation Committee has reasonably determined, upon receipt of and in reliance on independent competent medical advice, that Executive is unlikely to be able, notwithstanding such reasonable accommodations as may be required by applicable law, to engage in the Executive becomes eligible for health insurance benefits under the group health plan essential functions of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment position with the Company due to a disability for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of more than one hundred eighty (180) total calendar days during any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months twelve (i12) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyconsecutive months.
Appears in 1 contract
Samples: Employment Agreement (Mills Corp)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment hereunder is terminated due to Disability, he shall be entitled to the following:
(i) Periodic disability payments in accordance with the Company’s Long-Term Disability Plan (provided that the Executive is and continues to be disabled as defined under that plan);
(ii) Base Salary through the end of the month in which the Termination Date occurs;
(iii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates, based on his target bonus opportunity for the year of termination, payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company’s performance during such fiscal year;
(iv) the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all such options to become fully exercisable as of the Termination Date;
(v) any outstanding shares from any of his restricted stock awards shall vest as of the Termination Date.
(vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the end of the performance periods;
(vii) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date on which his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits commencing thereafter; provided that the Company’s obligation under this Section 8(b)(v) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(viii) immediate vesting in the Company’s group life insurance Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan is barred(including the SERP) and deferred compensation plans, or the cash equivalent thereof, provided that notwithstanding anything in the Employment Agreement to the contrary, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% amount of the cost Executive’s SERP benefit (f.k.a. Supplemental Pension benefit) shall be frozen as of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that September 30, 2005 and the Executive shall pay cease to accrue a SERP benefit (f.k.
a. Supplemental Pension benefit) after such date; and
(ix) the same proportionate share benefits described in Section 8(h)(i). No termination of the premium Executive’s employment for such coverage that members of senior management of Disability shall be effective until the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company The REIT Operator may terminate the Executive’s employment by giving the if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by engage in any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is substantial gainful activity by reason of any medically determinable physical or mental impairment that can be which is expected to result in death or can be is expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of not less than 12 months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the CompanyCompany (“Disability”). Any questions as to the existence of Executive’s Disability as to which Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for Disability, the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and, subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within 60 days after the date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, (A) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions will become fully vested as of the date of Executive’s termination (treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements), (B) within 60 days following the date of termination, the Company shall pay Executive (i) an amount equal to 50% of Executive’s then-current Base Salary and (ii) a pro-rated bonus for the year of termination equal to Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020), pro-rated to reflect the number of days in such calendar year through the date of termination of employment, and (C) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and her covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date 18 months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount Executive would have had to pay to receive such group health coverage for Executive and her covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination).
Appears in 1 contract
Samples: Employment Agreement (Carter Validus Mission Critical REIT II, Inc.)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment is terminated during the Term of Employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination reason of the Executive’s employment because of Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive shall be entitled under this Agreement except as provided in this Section (a) and Section 5(h) below. In addition (subject to receive compliance with the requirements of Section 5(k)):
(i) his base salary pursuant The Executive shall receive cash payments in an aggregate amount equal to Section 3.1 through the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the form of installments, the sum of the amounts set forth in the preceding clauses (A) and (B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account of Disability.
(ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination.
(iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which is twelve months the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law.
(iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following:
(A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest.
(B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and or (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company each such option would have provided to the Executive if the Executive expired had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment not terminated.
(C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the Company’s group life insurance plan is barredterms and conditions applicable to such award, the Company shall arrange to provide determined as though the Executive remained actively employed through the end of the applicable performance period, provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, such award shall become immediately vested with comparable life insurance coverage respect to the extent available at a cost not target number of shares subject to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyaward.
Appears in 1 contract
Termination Due to Disability. If In the Executive incurs a Disability, as defined below, the Company may terminate event the Executive’s employment by giving hereunder is terminated due to his disability, as determined under the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the ExecutiveCompany’s employment because of Disabilitylong-term disability plan, the Executive shall be entitled to receive to:
(i) his base salary pursuant to the Base Salary as provided in Section 3.1 4, above, through the date end of the sixth month after the month in which is twelve months following the date of such termination of employment, reduced by any amounts paid Executive’s employment terminates due to the Executive under any disability program maintained by the Company, such base salary, as reduceddisability, to be paid in accordance with the standard Company’s regular payroll practices of the Company; practices,
(ii) a prorata any annual bonus for awarded in accordance with the calendar year of termination, calculated as the product of (x) the annual performance-based Company’s bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year)program but not yet paid under Section 5, to be paid at the normal time for payment of such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in the calendar year following the calendar year to which the bonus relates; accordance with Section 7(a) above, (iii) any other compensation and benefits to within 45 days after the extent actually earned date of termination, a pro rata bonus for the year of termination in an amount determined by the Executive Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iv) the rights under any other benefit plan or program options to purchase equity securities of the Company as or other rights with respect to equity securities of the date Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof,
(v) for a period of such six months following the termination of the Executive’s employment, such compensation continued medical benefit plan coverage (including dental and vision benefits to be paid at if provided under the normal time applicable plans) for payment the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of such compensation and benefits coverage to the extent not previously paidExecutive) as is then in existence for other executives during the coverage period; provided, and (iv) any reimbursement amounts owing under Section 4. In additionthat, if the Executive elects cannot continue to continue coverage under participate in the Company’s health plan pursuant to Company plans providing such benefits, the Consolidated Omnibus Budget Reconciliation Act (“COBRA’)Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, then for however, that, in the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date event the Executive becomes eligible for health insurance benefits under the group health plan of re-employed with another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse employer and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance medical benefits from another such employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company medical benefits described herein shall arrange to provide immediately cease, and
(vi) the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance planvested accrued benefits, if any. For purposes of this Agreement, under the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Samples: Employment Agreement (Security Capital Assurance LTD)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s employment is terminated due to his Disability, the Employment Period shall terminate and he shall be entitled to the following benefits:
(i) continuation of Base Salary through the end of the Scheduled Initial Term at the Base Salary rate in effect on the date of termination, and the further continuation of the Base Salary (as adjusted pursuant to Section 1(b)(ii)) through the remainder of the Scheduled Employment Period and the two-year period thereafter;
(ii) annual incentive award for the year in which the Executive’s Disability occurs, based on the original target award performance for the Executive for such year, payable in a single installment promptly after the Executive’s employment is terminated;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminated;
(iv) continued participation by the Executive’s spouse during her lifetime in the Company’s group life insurance plan medical and dental plans, or, in the event that the Executive’s spouse is barrednot eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% benefit of the cost Executive’s spouse) that provide benefits that are equivalent to those provided under each of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided medical and dental plans on the date the Executive’s employment is terminated;
(v) continuation of the perquisites described in Section 8(b) during the Executive’s lifetime, except that the Executive shall pay the same proportionate share Executive’s personal use of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if anyaircraft shall be limited to 50 hours of flight time per annum. For purposes In no event shall a termination of this Agreementthe Executive’s employment for Disability occur until the Party terminating his employment gives written notice to the other Party in accordance with Section 21 below. In addition, the Executive shall be considered acknowledges and agrees that he is not eligible to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage participate in any substantial gainful activityshort-term or long-term disability plan, policy or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of program maintained by the Company.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
Termination Due to Disability. If The Company shall have the Executive incurs a Disability, as defined below, the Company may right to terminate the Executive’s 's employment by giving for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of to be unable to substantially perform the Executive’s employment because of Disability, 's normal duties; provided however that the Executive shall not be entitled to receive considered disabled until: (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under has been so disabled for 180 days during any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices period of the Companytwelve (12) consecutive months; (ii) a prorata bonus for the calendar year Executive's attending physician shall have furnished to the Company certification that the return of termination, calculated as the product of Executive to his/her normal duties is impossible or improbable; or (xiii) the annual performance-based bonus Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable to under Article 5.2 had there been no termination of the Executive Employment Period); (c) a pro rata share of target Annual Bonus for the calendar fiscal year in which the Effective Date of termination Termination occurs (determined as the calculation of which the end of such calendar year) and (y) Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the current calendar bonus plan year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if 365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a leap year), to be paid at the normal time for payment period of such bonus one hundred eighty (180) calendar days or less in the calendar year following aggregate during any period of twelve (12) consecutive months, in the calendar year absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to which perform his/her duties hereunder and shall not be deemed a breach or default, and the bonus relates; (iii) Executive shall receive full compensation for any such period of Disability or for any other compensation and benefits to temporary illness or incapacity during the extent actually earned by term of this Agreement. If the employment of the Executive under any other benefit plan or program terminates because of disability, all of the Company Executive's outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the date of such termination of employmentthe Executive's disability. Then, such compensation and benefits to be paid the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the expiration date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companygrant.
Appears in 1 contract
Termination Due to Disability. If In the Executive incurs a Disability, as defined below, the Company may terminate event the Executive’s employment by giving hereunder is terminated due to his disability, as determined under the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the ExecutiveCompany’s employment because of Disabilitylong-term disability plan, the Executive shall be entitled to receive to:
(i) his base salary pursuant to the Base Salary as provided in Section 3.1 4, above, through the date end of the sixth month after the month in which is twelve months following the date of such termination of employment, reduced by any amounts paid Executive’s employment terminates due to the Executive under any disability program maintained by the Company, such base salary, as reduceddisability, to be paid in accordance with the standard Company’s regular payroll practices of the Company; practices,
(ii) a prorata any annual bonus for awarded in accordance with the calendar year of termination, calculated as the product of (x) the annual performance-based Company’s bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year)program but not yet paid under Section 5, to be paid at the normal time for payment of such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in the calendar year following the calendar year to which the bonus relates; accordance with Section 7(a) above,
(iii) any other compensation and benefits to within 45 days after the extent actually earned date of termination, a pro rata bonus for the year of termination in an amount determined by the Executive Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iv) the rights under any other benefit plan or program options to purchase equity securities of the Company as or other rights with respect to equity securities of the date Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof,
(v) for a period of such six months following the termination of the Executive’s employment, such compensation continued medical benefit plan coverage (including dental and vision benefits to be paid at if provided under the normal time applicable plans) for payment the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of such compensation and benefits coverage to the extent not previously paidExecutive) as is then in existence for other executives during the coverage period; provided, and (iv) any reimbursement amounts owing under Section 4. In additionthat, if the Executive elects cannot continue to continue coverage under participate in the Company’s health plan pursuant to Company plans providing such benefits, the Consolidated Omnibus Budget Reconciliation Act (“COBRA’)Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, then for however, that, in the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date event the Executive becomes eligible for health insurance benefits under the group health plan of reemployed with another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse employer and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance medical benefits from another such employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company medical benefits described herein shall arrange to provide immediately cease, and
(vi) the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance planvested accrued benefits, if any. For purposes of this Agreement, under the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Samples: Employment Agreement (Security Capital Assurance LTD)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s 's employment because of Disabilityhereunder is terminated due to his disability, as determined under the Company's long-term disability plan, the Executive shall be entitled entitled, subject to receive Section 25 hereof, to:
(i) his base salary pursuant to the Base Salary as provided in Section 3.1 4, above, through the date end of the sixth month after the month in which is twelve months following the date of such termination of employment, reduced by any amounts paid Executive's employment terminates due to the Executive under any disability program maintained by the Company, such base salary, as reduceddisability, to be paid in accordance with the standard Company's regular payroll practices of the Company; practices,
(ii) a prorata any annual bonus for awarded in accordance with the calendar year of termination, calculated as the product of (x) the annual performance-based Company's bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year)program but not yet paid under Section 5, to be paid at the normal time for payment of such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in the calendar year following the calendar year to which the bonus relates; accordance with Section 7 above, (iii) any other compensation and benefits to within 45 days after the extent actually earned date of termination, a pro rata bonus for the year of termination in an amount determined by the Executive Compensation Committee, but in no event less than a pro rata portion of the Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less),
(iv) the rights under any other benefit plan or program options to purchase equity securities of the Company as or other rights with respect to equity securities of the date Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof,
(v) for a period of such six months following the termination of the Executive's employment, such compensation continued medical benefit plan coverage (including dental and vision benefits to be paid at if provided under the normal time applicable plans) for payment the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of such compensation and benefits coverage to the extent not previously paidExecutive) as is then in existence for other executives during the coverage period; PROVIDED, and (iv) any reimbursement amounts owing under Section 4. In additionTHAT, if the Executive elects cannot continue to continue coverage under participate in the Company’s health plan pursuant to Company plans providing such benefits, the Consolidated Omnibus Budget Reconciliation Act (“COBRA’)Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, then for HOWEVER, that, in the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date event the Executive becomes eligible for health insurance benefits under the group health plan of reemployed with another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse employer and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance medical benefits from another such employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company medical benefits described herein shall arrange to provide immediately cease, and
(vi) the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance planvested accrued benefits, if any. For purposes of this Agreement, under the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of that the Executive’s 's ----------------------------- employment because of hereunder is terminated due to Disability, the Executive he shall be entitled to receive the following:
(iI) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any periodic disability program maintained by the Company, such base salary, as reduced, to be paid payments in accordance with the standard payroll practices Company's Long-Term Disability Plan;
(II) Base Salary through the end of the Company; month in which the Termination Date occurs;
(iiIII) a prorata bonus Pro-Rata annual incentive award for the calendar fiscal year in which his Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of termination, calculated as the product of Executive's and Company's performance during such fiscal year;
(xIV) the annual performance-based bonus that would have been payable continued right to exercise each outstanding stock option, including the Executive Special Stock Option, for the calendar year a period of termination (determined 12 months, all such options to become fully exercisable as of the end of such calendar year) and (y) a fractionTermination Date, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator immediate vesting of which is 365 (366 if a leap year), to be paid at the normal time for payment all shares of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program Restricted Stock of the Company as of the date Termination Date; and
(V) continued participation, for a period of such termination of employmenttwo years from the Termination Date, such compensation in all medical, dental, vision, hospitalization, disability and benefits to be paid at the normal time for payment of such compensation life insurance coverages and benefits to the extent not previously paidin all other employee welfare benefit plans, programs and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning arrangements in which he was participating on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance his employment terminates, on terms and conditions that are no less favorable to him than those that applied on such date, and with COBRA benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plancommencing thereafter; provided that the Executive Company's obligation under -------- ---- this Section 8(B)(V) shall pay be reduced to the same proportionate share extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(VI) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(I)(I). No termination of the premium Executive's employment for such coverage that members of senior management of Disability shall be effective unless the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment is terminated during the Term of Employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination reason of the Executive’s employment because of Disability, the Executive’s Term of Employment shall terminate automatically without further obligations to the Executive shall be entitled to receive under this Agreement except as provided in this Section 5(a) and Section 5(h) below. In addition and if the requirements of Section 5(k) are met:
(i) his base salary pursuant The Executive shall receive cash payments in an aggregate amount equal to Section 3.1 through the sum of (A) Executive’s then current Base Salary and (B) the average of the annual bonuses paid to the Executive for the three calendar years preceding such termination (the “Average Bonus”), with such amount to be paid in cash in equal ratable installments in accordance with applicable MFA payroll practices over the 12 month period following such termination. Such installment payments shall commence as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account Disability, and the first payment shall include any unpaid installments for the period prior to commencement; provided that, in the event that the Executive’s employment terminates on account of Disability on or before December 31, 2018, then to the extent required by Section 409A of the Code, payment of the sum of the amounts set forth in the preceding clauses (A) and (B) shall be made in a lump sum within 60 days following the date of termination, in lieu of payment in the form of installments. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated on account of Disability and such termination occurs within 12 months following a Change of Control, in lieu of payment in the form of installments, the sum of the amounts set forth in the preceding clauses (A) and (B) shall be paid in a lump sum cash payment as soon as possible (without undue delay), but in any event within 60 days following the date of termination on account of Disability.
(ii) The Executive shall receive any unpaid Annual Bonus (as defined in Exhibit A) for the Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination.
(iii) The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which is twelve months the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law.
(iv) All of the Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares, RSUs and stock options) shall be treated in accordance with the following:
(A) Except as otherwise provided in (C) below, all unvested awards shall immediately vest.
(B) All vested options shall remain exercisable until the earlier of (x) 90 days following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and or (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company each such option would have provided to the Executive if the Executive expired had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment not terminated.
(C) Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with the Company’s group life insurance plan is barredterms and conditions applicable to such award, the Company shall arrange to provide determined as though the Executive remained actively employed through the end of the applicable performance period, provided that if the Executive’s date of termination occurs within 12 months following a Change of Control, such award shall become immediately vested with comparable life insurance coverage respect to the extent available at a cost not target number of shares subject to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companyaward.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation 's ----------------------------- employment hereunder is terminated due to Disability, he shall be entitled to the following:
(I) periodic disability payments in accordance with the Company’s group 's Long-Term Disability Plan;
(II) Base Salary through the end of the month in which the Termination Date occurs;
(III) a Pro-Rata annual incentive award for the fiscal year in which his Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(IV) the continued right to exercise each outstanding stock option, including the Special Stock Option, for a period of 12 months, all such options to become fully exercisable as of the Termination Date, and the immediate vesting of all shares of Restricted Stock as of the Termination Date; and
(V) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance plan is barredcoverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the Company shall arrange date on which his employment terminates, on terms and conditions that are no less favorable to provide the Executive him than those that applied on such date, and with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance planCOBRA benefits commencing thereafter; provided that the Executive Company's obligation under this Section 8(B)(V) -------- ---- shall pay be reduced to the same proportionate share extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and
(VI) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(I)(I). No termination of the premium Executive's employment for such coverage that members of senior management of Disability shall be effective unless the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If The Company shall have the Executive incurs a Disability, as defined below, the Company may right to terminate the Executive’s 's employment by giving for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of to be unable to substantially perform the Executive’s employment because of Disability, 's normal duties; provided however that the Executive shall not be entitled to receive considered disabled until: (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under has been so disabled for 180 days during any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices period of the Companytwelve (12) consecutive months; (ii) the Executive's attending physician shall have furnished to the Company certification that the return of the Executive to his/her normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a prorata bonus written notice, by the Executive's immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive's estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 4.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of termination, calculated as Termination occurs (the product calculation of (x) which the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the current calendar bonus plan year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if 365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a leap year), to be paid at the normal time for payment period of such bonus one hundred eighty (180) calendar days or less in the calendar year following aggregate during any period of twelve (12) consecutive months, in the calendar year absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to which perform his/her duties hereunder and shall not be deemed a breach or default, and the bonus relates; (iii) Executive shall receive full compensation for any such period of Disability or for any other compensation and benefits to temporary illness or incapacity during the extent actually earned by term of this Agreement. If the employment of the Executive under any other benefit plan or program terminates because of disability, all of the Company Executive's outstanding stock grants, including performance based grants, will become immediately vested, effective as of the date of such termination of employmentthe Executive's disability. Then, such compensation and benefits to be paid the Executive, the Executive's personal representatives, distributees, or legatees may exercise the Executive's grants at any time before the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the expiration date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companygrant.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the The Company may cause the REIT Operator to terminate the Executive’s employment employment, to the extent permitted by giving the applicable law, if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through perform the date which is twelve months following the date essential functions of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment job, with or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employerwithout reasonable accommodation, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months six (i6) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the CompanyREIT Operator (“Disability”). If Executive’s employment is terminated under this Section 1(a) for Disability, then the REIT Operator shall pay or provide Executive the following:
(i) the Accrued Benefits (as defined in Section 1(h)(i) hereof);
(ii) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”);
(iii) the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s Annual Bonus for the year in which the effective date of Executive’s termination occurs, and (y) a fraction, the numerator of which is the number of days in the calendar year preceding the effective date of Executive’s termination, and the denominator of which is 365 (the “Prorated Final Year Target Bonus”). Subject to Section 18, the Prorated Final Year Target Bonus shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60th) day following the effective date of Executive’s termination; and
(iv) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the excess of (x) the COBRA cost of coverage for each month during the Applicable Benefits Payment Period (as defined in Section 1(h)(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.
Appears in 1 contract
Samples: Severance Protection Agreement (Broadstone Net Lease, Inc.)
Termination Due to Disability. If the Executive incurs a DisabilityAMS may terminate Mockett’s employment at any time if Mockett becomes disabled, upon written notice by AMS to Mockett. For this purpose, Mockett shall be considered disabled if, as defined belowa result of his incapacity due to physical or mental illness, the Company may terminate the Executivehe shall have been unable regularly to perform substantially all of his duties hereunder for an entire period of six consecutive months. If Mockett’s employment by giving is terminated due to his disability, he shall be entitled to:
(i) payment of any unpaid portion of his Base Salary and vacation pay through the Executive written notice of termination at least 30 days before the effective date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination termination, a lump sum payment equal to any unpaid installments of the ExecutiveSigning Bonus, and the Annual Bonus Amounts;
(ii) reimbursement for any outstanding reasonable business expense he has incurred in performing his duties under this Agreement;
(iii) full vesting of any unexercised stock options and any restricted stock, and the right to exercise the options for at least 12 months after Mockett’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to and the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; Pro-Rated Long-Term Incentive Compensation Payment;
(ii) a prorata bonus for the calendar year of termination, calculated as the product of (xiv) the annual performance-based bonus that would have been payable right to the Executive for the calendar year elect continuation coverage of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and insurance benefits to the extent actually earned required by law, and payment of amounts equal (before reduction for taxes) to any premiums for health insurance continuation coverage under any AMS health plans that is elected by Mockett or his beneficiaries pursuant to Section 4980B of the Code, at a time or times mutually agreed to by the Executive parties, but for a period not to exceed 12 months and only so long as Mockett is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(v) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Company as of the date of such termination of employmentAMS, such compensation this Agreement, or any other agreement between AMS and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4Mockett. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months as soon as possible after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes execution of this Agreement, subject to Mockett’s provision of evidence of insurability reasonably acceptable to AMS, AMS shall make available to Mockett during the Executive shall term of this Agreement disability insurance that is supplemental to the disability insurance provided under its existing group long term disability policy and under which benefits are not payable unless Mockett is disabled as defined in the existing policy, and that will be considered sufficient to have incurred a Disability if ensure that the benefits otherwise payable to Mockett under the terms of the existing policy, together with benefits payable under the supplemental policy and only if any compensation or benefits from other sources that are taken into account in determining the Executive is by reason amount of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period benefits payable under the existing policy, are at least 60% of not less than 12 months (i) unable to engage in any substantial gainful activityhis Base Salary plus Target Annual Bonus at the time he became disabled, or (ii) receiving income replacement benefits the maximum amount of such insurance that is reasonably available, if less, and continue for a period of not less than 3 months under an accident and health plan covering employees of the Companyas long as he remains disabled, up to age 65.
Appears in 1 contract
Samples: Employment Agreement (American Management Systems Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s Employee's employment by giving the Executive at any time if Employee becomes disabled, upon written notice by Company to Employee. If Employee's employment is terminated because of termination at least 30 days before Employee's disability, he shall be entitled to:
(i) payment of a lump-sum disability benefit equal to 12 months' then current Base Salary;
(ii) immediate acceleration of the vesting of any Service-Based Equity Awards and continuation of the Employee's rights to exercise any outstanding Service-Based Equity-Based Awards through the effective date of such termination (or such lesser notice and for a period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve 12 months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; ;
(iii) for any other compensation Performance-Based Equity Awards, each Performance-Based Equity Award will become exercisable, payable or become vested if the underlying performance criteria are satisfied and in the case of any Performance-Based Equity Award that is a stock option which becomes exercisable pursuant to this Section 3(e)(iii), such option will remain exercisable until the earlier of the award's original expiration date or 12 months following such termination;
(iv) reimbursement for any reasonable, unreimbursed and documented business expense he has incurred in performing Employee's duties hereunder;
(v) the right to elect continuation coverage of insurance benefits to the extent actually earned required by law; and
(vi) payment of any accrued but unpaid benefits and any other rights as provided by the Executive under terms of any other employee benefit plan or program of the Company as Company. Any payments under this Section 3(e) shall be made within 30 days of the date of such Employee's termination of employment. "Disability," as used in this paragraph, such compensation and benefits means a physical or mental illness, injury, or condition that (a) prevents, or is likely to be paid prevent, as certified by a physician, Employee from performing one or more of the essential functions of Employee's position, for at the normal time least 120 consecutive calendar days or for payment of such compensation and benefits to the extent at least 150 calendar days, whether or not previously paidconsecutive, in any 365 calendar day period, and (ivb) any reimbursement amounts owing under Section 4. In additionwhich cannot be accommodated with a reasonable accommodation, if the Executive elects to continue coverage under the without undue hardship on Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation specified in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive Americans with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyDisabilities Act.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of that the Executive’s 's ----------------------------- employment because of hereunder is terminated due to Disability, the Executive he/she shall be entitled to receive the following:
(i1) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any periodic disability program maintained by the Company, such base salary, as reduced, to be paid payments in accordance with the standard payroll practices Company's Long-Term Disability Plan;
(2) Base Salary through the end of the Company; month in which the Termination Date occurs;
(ii3) a prorata Pro-Rata annual incentive bonus award for the calendar fiscal year in which his/her Termination Date occurs, based on the Executive's annual bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of termination, calculated as the product of Executive's and Company's performance during such fiscal year;
(x4) the annual performance-based bonus that would have been payable continued right to the Executive exercise each outstanding stock option for the calendar year a period of termination (determined 12 months, all such options to become fully exercisable as of the end of such calendar year) and (y) a fractionTermination Date, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator immediate distribution of which is 365 (366 if a leap year), to be paid at the normal time for payment all shares of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program restricted stock of the Company as of the date Termination Date; and
(5) continued participation, for a period of such termination of employmenttwo years from the Termination Date, such compensation in all medical, dental, vision, hospitalization, disability and benefits to be paid at the normal time for payment of such compensation life insurance coverages and benefits to the extent not previously paidin all other employee welfare benefit plans, programs and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning arrangements in which he/she was participating on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance his/her employment terminates, on terms and conditions that are no less favorable to him/her than those that applied on such date, and with COBRA benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plancommencing thereafter; provided that the Executive Company's obligation under -------- ---- this Section 8(B)(5) shall pay be reduced to the same proportionate share extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(6) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(7) the benefits described in Section 8(I)(1). No termination of the premium Executive's employment for such coverage that members of senior management of Disability shall be effective unless the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company The REIT Operator may terminate the Executive’s employment by giving the if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by engage in any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months twelve (i12) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the CompanyCompany (“Disability”). Any questions as to the existence of the Executive’s Disability as to which the Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and (B) subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date eighteen (18) months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount the Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). Subject to Section 28, the Continued Health Care Coverage Benefits will commence within sixty (60) days following the date of termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of termination).
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company The REIT Operator may terminate the Executive’s employment by giving the if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by engage in any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is substantial gainful activity by reason of any medically determinable physical or mental impairment that can be which is expected to result in death or can be is expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of not less than 12 months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the CompanyCompany (“Disability”). Any questions as to the existence of Executive’s Disability as to which Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for Disability, the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and, subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within 60 days after the date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, (A) Executive’s outstanding equity awards that are subject solely to time-based vesting conditions will become fully vested as of the date of Executive’s termination (treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements), (B) within 60 days following the date of termination, the Company shall pay Executive (i) an amount equal to 50% of Executive’s then-current Base Salary and (ii) a pro-rated bonus for the year of termination equal to Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020), pro-rated to reflect the number of days in such calendar year through the date of termination of employment, and (C) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date 18 months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination).
Appears in 1 contract
Samples: Employment Agreement (Carter Validus Mission Critical REIT II, Inc.)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan 's employment is barredterminated due to his Disability, the Company he shall arrange to provide the Executive with comparable life insurance coverage be entitled to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months following benefits:
(i) unable to engage disability benefits in any substantial gainful activity, or accordance with the long-term disability program then in effect for senior executives of the Company;
(ii) receiving income replacement benefits continuation of Base Salary (less disability benefit payments) through the end of the Employment Period and for a period of 24 months thereafter; the Base Salary during the 24 months following the Employment Period shall be the Base Salary that was payable during the final year of the Employment Period;
(iii) annual incentive award for the year in which the Executive's Disability occurs, based on the original target award performance for such year, payable in a single installment promptly after the Executive's employment is terminated;
(iv) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not less than 3 months eligible to participate in such plans or such plans are terminated after the date the Executive's employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under an accident and health plan covering employees each of the Company's employee welfare benefit plans and programs on the date the Executive's employment is terminated;
(v) continued participation by the Executive's spouse during her lifetime in the Company's medical and dental plans, or, in the event that the Executive's spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive's employment is terminated, in plans (including plans maintained solely for the benefit of the Executive's spouse) that provide benefits that are equivalent to those provided under each of the Company's medical and dental plans on the date the Executive's employment is terminated;
(vi) continuation of the perquisites described in Section 8(b) during the Executive's lifetime, except that the Executive's personal use of the Company's aircraft shall be limited to 50 hours of flight time per annum;
(vii) the supplemental pension benefit provided in Section 6 shall fully vest; and
(viii) upon the death of the Executive and his spouse, the Company shall, upon the demand of the Executive's or his spouse's estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of such demand or register the public offer and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended. In no event shall a termination of the Executive's employment for Disability occur until the Party terminating his employment gives written notice to the other Party in accordance with Section 21 below.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation 's employment hereunder is terminated due to Disability, he shall be entitled to the following:
(i) Periodic disability payments in accordance with the Company's Long-Term Disability Plan (provided that the Executive is and continues to be disabled as defined under that plan);
(ii) Base Salary through the end of the month in which the Termination Date occurs;
(iii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates, based on his target bonus opportunity for the year of termination, payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year;
(iv) the continued right to exercise each outstanding stock option for the lesser of (A) 12 months or (B) the remainder of the original term, all such options to become fully exercisable as of the Termination Date;
(v) any outstanding shares from his Sign-On Deferrable Restricted Stock Award and any other restricted stock awards shall vest as of the Termination Date; provided, however, that notwithstanding anything in the Company’s group foregoing to the contrary, unless the 40,000 shares from his Sign-On Deferrable Restricted Stock Award which are scheduled to vest on the Executive's 65th birthday have otherwise vest, those shares will be forfeited as of the Termination Date;
(vi) Pro-Rata Long-Term Incentive Plan payouts, payable in a lump sum, if earned, promptly following the end of the performance periods;
(vii) continued participation, for a period of two years from the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance plan is barredcoverages and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the Company shall arrange date on which his employment terminates, on terms and conditions that are no less favorable to provide the Executive him than those that applied on such date, and with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance planCOBRA benefits commencing thereafter; provided that the Executive Company's obligation under this Section 8(b)(v) shall pay be reduced to the same proportionate share extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer;
(viii) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan (including the Supplemental Pension) and deferred compensation plans, or the cash equivalent thereof; and
(ix) the benefits described in Section 8(h)(i). No termination of the premium Executive's employment for such coverage that members of senior management of Disability shall be effective until the Company generally are required first gives 15 days written notice of such termination to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment is terminated due to his Disability, he shall be entitled to the following benefits:
(i) disability benefits in accordance with the long-term disability program in effect for senior executives of the Company’s group life insurance plan is barred; provided, the Company however, in no event shall arrange to such benefits provide the Executive with comparable life less than 60% of his Base Salary to age 65;
(ii) Base Salary through the end of the month in which disability benefits commence, and paid consistent with the regular payroll practices of the Company;
(iii) Pro Rata annual incentive award for the year in which the Executive’s termination occurs, if such awards are payable, subject to Section 12(k), and paid when bonuses are paid to others;
(iv) all outstanding options, whether or not then vested, shall vest and shall remain exercisable for a period of one year or until their stated expiration date, if earlier;
(v) Pro Rata long-term incentives shall be payable, subject Section 12(k), when scheduled to be paid (if, and to the extent, such awards are payable); and
(vi) continued participation in all medical, dental, vision and hospitalization insurance coverage to and in other employee benefit plans or programs covered by Section 8 in which he was participating on the extent available at Date of Termination until the earlier of 36 months following termination of employment or the date, or dates, he receives equivalent coverage and benefits from a cost subsequent employer; provided, however, that this continued participation does not to exceed 125% of include continued participation in either the cost of qualified pension plan or the group life insurance coverage offered to 401(k) plan. In the Executive through event the Company’s group life insurance plan; provided that plans do not permit continuation of Executive’s participation in the benefit plans and programs covered by this Section 12(d)(vii), following his termination, then the Company shall itself pay or provide the benefits to the Executive. The Executive shall pay the same proportionate share cost, on an after-tax basis, for the continued health benefit coverage. Subject to Section 12(k), on or about January 31 of the premium for such coverage that members year following the year in which the Date of senior management Termination occurs and continuing on or about each January 31 until the year following the last year of the benefits period, the Company generally are required will make a payment to pay for group life insurance the Executive such that, after payment of all taxes incurred by the Executive as a result of the Executive’s receipt of the continued health benefit coverage under and payment by the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered retains an amount equal to have incurred a Disability if and only if the amount the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result paid during the immediately preceding calendar year for the health benefit coverage described in death or can be expected to last for this Section. In no event shall a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees termination of the CompanyExecutive’s employment for Disability occur until the Party terminating his employment gives written notice to the other Party in accordance with Section 23 below.
Appears in 1 contract
Samples: Employment Agreement (Diebold Inc)
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company Employer may terminate the ExecutiveEmployee’s employment by giving the Executive at any time if Employee becomes disabled, upon written notice by Employer to Employee. If Employee’s employment is terminated because of termination at least 30 days before Employee’s disability, he shall be entitled to:
(i) payment of any earned but unpaid portion of Employee’s then current Base Salary through the effective date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; termination;
(ii) payment of a prorata bonus for lump-sum disability benefit equal to 24 months’ then current Base Salary and, if Employee’s termination on account of disability occurs before the calendar year first anniversary of terminationthe Effective Date, calculated as the product disability benefit provided under this Section 7(e)(ii) shall be increased by the amount of (x) the annual performance-based bonus that Base Salary Employee would have been payable to received, but for his termination on account of disability, by working between his actual termination date and until the Executive for the calendar year of termination (determined as first anniversary of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; Effective Date;
(iii) reimbursement for any other compensation reasonable, unreimbursed and documented business expense he has incurred in performing Employee’s duties hereunder;
(iv) the right to elect continuation coverage of insurance benefits to the extent actually earned required by law;
(v) payment of any accrued but unpaid benefits and any other rights, and vesting of any outstanding Equity-Based Awards, as provided by the Executive under terms of any other employee benefit plan or program of Employer; and
(vi) if Employee’s termination on account of disability occurs before the Company as end of the date third anniversary of the Effective Date:
(A) a grant of the 2007, 2008 and/or 2009 Promised Future Stock Awards, to the extent one or more of such termination grants has not already been made;
(B) each of employmentthe 2007, such compensation 2008 and benefits to be paid at 2009 Promised Future Stock Awards (including those previously granted) becoming fully vested (in the normal time for payment case of such compensation RSUs) and benefits exercisable (in the case of stock options), to the extent not already vested or exercisable, respectively, on the effective date of Employee’s termination of employment; and
(C) each of the stock option award portions of the 2007, 2008 and 2009 Promised Future Stock Awards (including those previously paidgranted) remaining exercisable by Employee in accordance with the terms of the applicable option award agreements. Any payments made under this Section 7(e) shall be made within 30 days of Employee’s termination of employment. “Disability,” as used in this paragraph, means a physical or mental illness, injury, or condition that (a) prevents, or is likely to prevent, as certified by a physician, Employee from performing one or more of the essential functions of Employee’s position, for at least 120 consecutive calendar days or for at least 150 calendar days, whether or not consecutive, in any 365 calendar day period, and (ivb) any reimbursement amounts owing under Section 4. In additionwhich cannot be accommodated with a reasonable accommodation, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning without undue hardship on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent childrenEmployer, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation specified in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive Americans with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the CompanyDisabilities Act.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (ia) his her base salary pursuant to Section 3.1 through the date which is twelve months following first anniversary of the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (iib) a prorata pro rata bonus for the calendar fiscal year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar fiscal year of termination (determined as of the end of such calendar fiscal year) and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar fiscal year following the calendar fiscal year to which the bonus relates; (iiic) any unpaid annual bonus earned for a prior completed fiscal year, which bonus shall be paid at the normal time for payment of such bonus in the fiscal year in which such termination occurs; (d) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (ive) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date first anniversary of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his her spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (iA) the date which is 12 months after first anniversary of the date of such termination of employment or (iiB) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if heshe, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability “Disability” if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment is terminated due to his Disability, and conditioned upon, no later than 60 days after the Date of Termination, the Executive’s effective execution of a general release of claims against the Company (without revocation), the terms of such release to be agreed upon by the Company and the Executive, as well as the Executive’s acknowledgement of, and the Executive’s compliance with, the Executive’s obligations under the restrictive covenants set forth in Sections 11 through 13, he shall be entitled to the following benefits:
(i) a lump sum amount, paid within 60 days following the Date of Termination, equal to the Executive’s unpaid Base Salary through and including the Date of Termination, as well as for any accrued, unused vacation and unreimbursed business expenses as of the Date of Termination, consistent with the regular payroll practices of the Company;
(ii) a lump sum amount, paid within 60 days following the Date of Termination, of the annual incentive at target for the calendar year that includes the Date of Termination; provided however, that such amount shall be adjusted on a Pro Rata basis;
(iii) all outstanding options and SARs, whether or not then vested, shall vest and shall remain exercisable for a period of one year or until their stated expiration date, if earlier;
(iv) Pro Rata long-term incentives shall be payable, when scheduled to be paid (if, and to the extent, such awards are payable); and
(v) continuation of the Executive’s group life insurance plan is barredmedical, the Company shall arrange to provide the Executive with comparable dental, vision, and Company-paid basic life insurance coverage to for 24 months. These benefits shall be provided by the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered Company to the Executive through beginning immediately upon the Date of Termination. Such benefits shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s Date of Termination. Notwithstanding the above, these medical, dental, vision and Company’s group -paid basic life insurance plan; provided that benefits shall be discontinued prior to the end of the stated continuation period in the event the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of receives substantially similar benefits from a subsequent employer, as determined solely by the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if anyin good faith. For purposes of enforcing this Agreementoffset provision, the Executive shall be considered deemed to have incurred a Disability if duty to keep the Company informed as to the terms and only if the Executive is by reason conditions of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activitysubsequent employment and the corresponding benefits earned from such employment, and shall provide, or (ii) receiving income replacement benefits for cause to provide, to the Company in writing correct, complete, and timely information concerning the same. In no event shall a period of not less than 3 months under an accident and health plan covering employees termination of the CompanyExecutive’s employment due to Disability occur until the Party terminating Executive’s employment gives written notice to the other Party in accordance with Section 24 below.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company may terminate the Executive’s employment by giving the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation employment is terminated due to his Disability, and conditioned upon, no later than 60 days after the Date of Termination, the Executive’s effective execution of a general release of claims against the Company (without revocation), the terms of such release to be agreed upon by the Company and the Executive, as well as the Executive’s acknowledgement of, and the Executive’s compliance with, the Executive’s obligations under the restrictive covenants set forth in Sections 11 through 13, he shall be entitled to the following benefits:
(i) a lump sum amount, paid within 60 days following the Date of Termination, equal to the Executive’s unpaid Base Salary through and including the Date of Termination, as well as for any accrued, unused vacation and unreimbursed business expenses as of the Date of Termination, consistent with the regular payroll practices of the Company;
(ii) a lump sum amount, paid within 60 days following the Date of Termination, of the annual incentive at target for the calendar year that includes the Date of Termination; provided however, that such amount shall be adjusted on a Pro Rata basis;
(iii) all outstanding options and SARs, whether or not then vested, shall vest and shall remain exercisable for a period of one year or until their stated expiration date, if earlier;
(iv) Pro Rata long-term incentives shall be payable, when scheduled to be paid (if, and to the extent, such awards are payable); and
(v) continuation of the Executive’s group life insurance plan is barredmedical, the Company shall arrange to provide the Executive with comparable dental, vision, and Company-paid basic life insurance coverage to for 24 months. These benefits shall be provided by the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered Company to the Executive through beginning immediately upon the Date of Termination. Such benefits shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s Date of Termination. Notwithstanding the above, these medical, dental, vision and Company’s group -paid basic life insurance plan; provided that benefits shall be discontinued prior to the end of the stated continuation period in the event the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of receives substantially similar benefits from a subsequent employer, as determined solely by the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if anyin good faith. For purposes of enforcing this Agreementoffset provision, the Executive shall be considered deemed to have incurred a Disability if duty to keep the Company informed as to the terms and only if the Executive is by reason conditions of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activitysubsequent employment and the corresponding benefits earned from such employment, and shall provide, or (ii) receiving income replacement benefits for cause to provide, to the Company in writing correct, complete, and timely information concerning the same. In no event shall a period of not less than 3 months under an accident and health plan covering employees termination of the CompanyExecutive’s employment due to Disability occur until the Party terminating Executive’s employment gives written notice to the other Party in accordance with Section 26 below.
Appears in 1 contract
Termination Due to Disability. If the Executive incurs a Disability, as defined below, the Company The REIT Operator may terminate the Executive’s employment by giving the if Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of the Executive’s employment because of Disability, the Executive shall be entitled to receive (i) his base salary pursuant is unable to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by engage in any amounts paid to the Executive under any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices of the Company; (ii) a prorata bonus for the calendar year of termination, calculated as the product of (x) the annual performance-based bonus that would have been payable to the Executive for the calendar year of termination (determined as of the end of such calendar year) and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365 (366 if a leap year), to be paid at the normal time for payment of such bonus in the calendar year following the calendar year to which the bonus relates; (iii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employer, the Company will pay the same percentage of the Executive’s premium for COBRA coverage for the Executive and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months twelve (i12) unable to engage in any substantial gainful activitymonths, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than 3 three months under an accident and health plan covering employees of the CompanyCompany (“Disability”). Any question as to the existence of the Executive's Disability as to which the Executive and the REIT Operator cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the REIT Operator. If Executive’s employment is terminated under this Section 4(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 4(i) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination, and (B) subject to Executive’s execution of a general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A after termination of Executive’s employment, and the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”) and further subject to Executive’s compliance with the obligations in Sections 7, 8 and 9, if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the Company shall directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination, during the period commencing on the date of termination and ending upon the earliest of (x) the date eighteen (18) months after the date Executive’s employment terminates, (y) the date Executive and, if applicable, Executive’s covered dependents become no longer eligible for COBRA and (z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (as applicable, the “COBRA Continuation Period”); provided, however, that if Executive is not eligible to elect COBRA continuation coverage or the Company determines that it cannot provide the foregoing benefit under its group health plan or without potentially violating applicable law or triggering adverse tax consequences to the Company or Executive, the Company shall in lieu thereof provide to Executive a taxable monthly payment during the COBRA Continuation Period in an amount equal to the monthly premium that the Company would have contributed to Executive’s and Executive’s covered dependents’ group health coverage in effect on the date of termination (which amount shall be based on the premiums in effect on the date of termination), less the amount the Executive would have had to pay to receive such group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of termination (as applicable, the “Continued Health Care Coverage Benefit”). Subject to Section 28, the Continued Health Care Coverage Benefits will commence within sixty (60) days following the date of termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the date of termination).
Appears in 1 contract
Termination Due to Disability. If The Company shall have the Executive incurs a Disability, as defined below, the Company may right to terminate the Executive’s employment by giving for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive written notice of termination at least 30 days before the date of such termination (or such lesser notice period as the Executive may agree to). In the event of such termination of to be unable to substantially perform the Executive’s employment because of Disability, normal duties; provided however that the Executive shall not be entitled to receive considered disabled until: (i) his base salary pursuant to Section 3.1 through the date which is twelve months following the date of such termination of employment, reduced by any amounts paid to the Executive under has been so disabled for 180 days during any disability program maintained by the Company, such base salary, as reduced, to be paid in accordance with the standard payroll practices period of the Companytwelve (12) consecutive months; (ii) a prorata bonus for the calendar year Executive’s attending physician shall have furnished to the Company certification that the return of termination, calculated as the product of Executive to his/her normal duties is impossible or improbable; or (xiii) the annual performance-based bonus Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any. The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable to under Article 5.2 had there been no termination of the Executive Employment Period); (c) a pro rata share of target Annual Bonus for the calendar fiscal year in which the Effective Date of termination Termination occurs (determined as the calculation of which the end of such calendar year) and (y) Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the current calendar bonus plan year through the date Effective Date of termination Termination, and the denominator of which is 365 three hundred sixty-five (366 if 365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. It is expressly understood that the Disability of the Executive for a leap year), to be paid at the normal time for payment period of such bonus one hundred eighty (180) calendar days or less in the calendar year following aggregate during any period of twelve (12) consecutive months, in the calendar year absence of any reasonable expectation that his/her Disability will exist for more than such a period of time, shall not constitute a failure by him/her to which perform his/her duties hereunder and shall not be deemed a breach or default, and the bonus relates; (iii) Executive shall receive full compensation for any such period of Disability or for any other compensation and benefits to temporary illness or incapacity during the extent actually earned by term of this Agreement. If the employment of the Executive under any other benefit plan or program terminates because of disability, all of the Company Executive’s outstanding stock grants, excluding restricted stock grants issued under a performance based plan, will become immediately vested, effective as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such compensation and benefits to the extent not previously paid, and (iv) any reimbursement amounts owing under Section 4. In addition, if the Executive elects to continue coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA’), then for the period beginning on the date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date the Executive becomes eligible for health insurance benefits under the group health plan of another employerdisability. Then, the Company will pay the same percentage of Executive, the Executive’s premium for COBRA coverage for personal representatives, distributees, or legatees may exercise the Executive and, if applicable, his spouse and dependent children, as Executive’s grants at any time before the Company paid at the applicable time for coverage under such plan for actively employed members of senior management generally. For the period beginning on the expiration date of the Executive’s termination of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment or (ii) the date on which the Executive becomes eligible for life insurance benefits from another employer, the Company will continue to provide the life insurance benefits that the Company would have provided to the Executive if the Executive had continued in employment with the Company for such period, but only if the Executive timely pays the portion of the premium for such coverage that members of senior management of the Company generally are required to pay for such coverage, if any. The Executive shall notify the Company promptly if he, while eligible for benefits under this Section 5.2, becomes eligible to receive health and/or life insurance benefits from another employer. In the event that the Executive’s participation in the Company’s group life insurance plan is barred, the Company shall arrange to provide the Executive with comparable life insurance coverage to the extent available at a cost not to exceed 125% of the cost of the group life insurance coverage offered to the Executive through the Company’s group life insurance plan; provided that the Executive shall pay the same proportionate share of the premium for such coverage that members of senior management of the Company generally are required to pay for group life insurance coverage under the Company’s group life insurance plan, if any. For purposes of this Agreement, the Executive shall be considered to have incurred a Disability if and only if the Executive is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Companygrant.
Appears in 1 contract
