Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Company.
Appears in 6 contracts
Samples: Executive Compensation Agreement (KOHLS Corp), Executive Compensation Agreement (KOHLS Corp), Executive Compensation Agreement (KOHLS Corp)
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses; , (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and (b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to the Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, belowaccordance with the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.58.6, below. Furthermore, under this Section 2.5, vesting of any equity awards Company stock options and restricted stock granted to Employee prior to the date of termination shall be as provided in the applicable equity award stock option and restricted stock agreements between Employee and the Company.
Appears in 6 contracts
Samples: Executive Compensation Agreement, Executive Compensation Agreement (Kohls Corporation), Executive Compensation Agreement (Kohls Corporation)
Termination Due to Disability. If Employee’s In the event that the Executive's employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except following:
(I) periodic disability payments in accordance with the Company'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 right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of fiscal year in which his Termination Date occurs, based on the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses Executive's annual bonus opportunity for such fiscal years are paid to other similarly situated executives year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. For purposes '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 this Section 2.512 months (provided, “Severance Payment” means six (6) months of Employee’s base salary in effect however, that no options can be exercised beyond their expiration date), all such options to become fully vested and exercisable as of the date Termination Date, and the immediate vesting of Employee’s termination all shares of employmentrestricted stock, payable in equal installments during including the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices 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 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, except as otherwise provided in 's obligation under this Section 2.8, below. The amount of such Severance Payment 8(B)(V) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; and
(6VI) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(H)(I). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective until the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and 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 Employee’s In the event the Executive's employment is terminated due to Employee’s his Disability, Employee he shall be entitled in such case to the following:
(i) Base Salary through the date of termination;
(ii) through the Company's long-term disability plans or otherwise, an amount equal to 60% of the Base Salary for the period beginning on the date of termination through the Executive's attainment of age 65;
(iii) the annual bonus for the year in which termination due to Disability occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination due to Disability;
(iv) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs;
(v) any restricted stock award outstanding at the time of his termination due to Disability shall become fully vested and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse;
(vi) any stock option or other equity award outstanding at the time of termination due to Disability shall become fully vested, and he shall have no further rights against the Company hereunder, except for the right to receive exercise any such award for the lesser of (ia) Final Pay; 12 months from the date of Disability or (iib) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment the remainder of the Unpaid Bonus and full original term of the Prorated Bonus option (notwithstanding any contrary provision of any plan or agreement);
(vii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement;
(viii) the Executive shall be made relieved of any obligation to Employee at repay the same time as Cash Payment to the Company;
(ix) the Executive shall be relieved of any such bonuses for such fiscal years are paid obligation to repay the Loan to the Company; and
(x) other similarly situated executives or additional benefits in accordance with applicable plans and programs of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as In no event shall a termination of the date of Employee’s termination of employment, payable in equal installments during Executive's employment for Disability occur unless the six (6) month period following the effective date of Employee’s termination pursuant Party terminating his employment gives written notice to the normal payroll practices of the Company, except as otherwise provided other Party in accordance with Section 2.8, 16 below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Company.
Appears in 4 contracts
Samples: Employment Agreement (Kmart Corp), Employment Agreement (Kmart Corp), Employment Agreement (Kmart Corp)
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disability, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Company.
Appears in 4 contracts
Samples: Executive Compensation Agreement (KOHLS Corp), Executive Compensation Agreement (KOHLS Corp), Executive Compensation Agreement (KOHLS Corp)
Termination Due to Disability. If EmployeeIn the event the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to:
(i) Final Pay; a cash lump sum payment made, subject to Section 25 below, 60 days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive 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) Final Expenses; any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be paid, subject to Section 25 below, at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above,
(iii) Employeesubject to Section 25 below, 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment the rights under any options to purchase equity securities of the Unpaid Bonus and the Prorated Bonus shall be made Company or other rights with respect to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, except as otherwise provided including any restricted stock or other securities, held by the Executive, determined in Section 2.8, below. The amount accordance with the terms thereof,
(v) for a period of such Severance Payment shall be reduced by (x) six months following the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion termination of the CompanyExecutive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and
(vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in Section 6 above, determined in accordance with the applicable equity award agreements between Employee terms and the Companyprovisions of such programs.
Appears in 3 contracts
Samples: Employment Agreement (Xl Capital LTD), Employment Agreement (Xl Capital LTD), Employment Agreement (Xl Capital LTD)
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate the Term of Employee’s base salary Employment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in effect addition to the Termination Entitlement, (subject to the requirements of Section 5.7) Base Salary and “Average Annual Bonus” (as defined below) for the greater of the date remainder of Employee’s termination the original Term of employmentEmployment or twelve (12) months, payable paid in substantially equal installments during in accordance with the six (6) month period following the effective date of Employee’s termination pursuant to the normal customary payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (includingand subject to payroll deductions and required withholdings, but not limited to, reduced on a monthly basis by an amount equal to the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any disability payments received for such month by Employee you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate; provided, however, that all payments under any shortthis Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you ceasing to be eligible for long-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable benefits under the Company’s Long Term Disability Program or any successor program theretoan affiliate’s long-term disability plan or becoming eligible only for partial benefits of less than fifty percent (50%) under such plan. Employee acknowledges and agrees thatUpon the termination of payments made pursuant to this Section 5.3, upon the cessationyour disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and no further payments will be made pursuant to the terms of such Disability during the period for which the Severance Payment is to be this Agreement. All payments made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For purposes of this Agreement, “Average Annual Bonus” shall be defined as provided in an amount equal to the applicable equity award agreements between Employee and average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, spot or long term incentive plan bonuses) for the most recent five (5) completed Bonus plan years at the Company.
Appears in 3 contracts
Samples: Employment Agreement (Time Inc.), Employment Agreement (Time Inc.), Employment Agreement (Time Inc.)
Termination Due to Disability. If EmployeeIf, during the Term, the Executive’s employment is terminated by the Corporation due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right be entitled to receive receive:
(i) Final Payaccrued but unpaid Salary through the date of the Executive’s termination of employment, 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 receive any other compensation or benefits, including, without limitation, benefits under any outstanding equity grants and awards granted to the Executive and employee benefits under plans in which the Executive participates, that have vested through the date of termination or to which the Executive may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan (collectively, the “Accrued Benefits”);
(ii) Final Expenses; a pro-rata bonus for the year of termination equal to the Target Bonus multiplied by a fraction, the numerator of which is the number of completed days in the Fiscal Year of the Executive’s termination of employment during which the Executive was employed by the Corporation and 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) Employee’s Unpaid Bonusseverance equal to six months’ Salary payable in six (6) equal monthly installments and commencing on the first payroll period following such termination; and
(iv) Employee’s Prorated Bonus; and if the Executive (vor his beneficiaries) a Severance Payment (defined below). Payment of elects continued medical coverage under COBRA, the Unpaid Bonus and the Prorated Bonus Corporation shall be made to Employee at the same time as any such bonuses pay for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means coverage under COBRA for six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Companytermination.
Appears in 2 contracts
Samples: Severance Agreement (Griffon Corp), Severance Agreement (Griffon Corp)
Termination Due to Disability. If Employee’s In the event that the Executive's employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right to receive be entitled to:
(i) Final Pay; (iidisability benefits in accordance with the long-term disability program(s) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices 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, except vesting, as otherwise 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 in that the Company’s obligation under this Section 2.8, below. The amount of such Severance Payment 9(b)(vi) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by arrangements of a subsequent employer and provided further that, to the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six extent (6if any) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under that the Company’s Long Term plans do not permit continuation of coverages and benefits after the Termination Date, the Company shall provide the 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 Program or any successor program thereto. Employee acknowledges and agrees that, upon shall be effective unless the cessation, if any, Party terminating his employment first gives 15 days' written notice of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior termination to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Companyother Party.
Appears in 2 contracts
Samples: Employment Agreement (Pathnet Telecommunications Inc), Employment Agreement (Pathnet Telecommunications Inc)
Termination Due to Disability. If EmployeeIf, during the Term, the Executive’s employment is terminated by the Corporation due to Employee’s Disability, Employee he shall have no further rights against the Company hereunder, except for the right be entitled to receive receive:
(i) Final Payaccrued but unpaid Salary through the date of the Executive’s termination of employment, 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 receive any other compensation or benefits, including, without limitation, benefits under any outstanding equity grants and awards granted to the Executive and employee benefits under plans in which the Executive participates, that have vested through the date of termination or to which the Executive may then be entitled in accordance with the applicable terms and conditions of each grant, award or plan (collectively, the “Accrued Benefits”);
(ii) Final Expenses; a pro-rata bonus for the year of termination equal to the Target Bonus multiplied by a fraction, the numerator of which is the number of completed days in the Fiscal Year of the Executive’s termination of employment during which the Executive was employed by the Corporation and 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) Employee’s Unpaid Bonusseverance equal to six months’ Salary payable in six (6) equal monthly installments and commencing on the first payroll period following such termination; and
(iv) Employee’s Prorated Bonus; and if the Executive (vor his beneficiaries) a Severance Payment (defined below). Payment of elects continued medical coverage under COBRA, the Unpaid Bonus and the Prorated Bonus Corporation shall be made to Employee at the same time as any such bonuses pay for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means coverage under COBRA for six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Companytermination.
Appears in 2 contracts
Samples: Severance Agreement (Griffon Corp), Severance Agreement (Griffon Corp)
Termination Due to Disability. If Employee’s employment is terminated Executive becomes unable, due to Employee’s physical or mental illness or injury, to perform the essential duties of his position for 180 consecutive calendar days or more (“Disability”), Employee shall have no further rights against the Company hereunder, except for has the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employeeterminate Executive’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below)employment on 30 days written notice. Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5If, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period 21 days following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following EmployeeExecutive’s termination of employment 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), (yi) Executive will be entitled to receive an amount equal to the pro-rata portion of any bonus payments received by Employee that would have been due to the Executive under any short-term disability plans, programs or policies offered Section 3(b) of this Agreement had Executive been employed by the Company as of the last day of the fiscal year during Employee’s absence which such termination occurred, calculated as the product of the bonus (as determined pursuant to Section 3(b)) multiplied by a fraction, the numerator equal to the number days from the Company prior start of the applicable fiscal year through the termination date of Executive’s employment with the Company, and the denominator being 365, and (ii) the number of outstanding unvested stock options and restricted stock previously granted to Employee’s Executive that would have vested had the Executive 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 all of Executive’s stock options shall be extended until the one-year anniversary of the termination date (or during their expiration date if earlier). Such amounts payable under this subsection (c) shall be paid promptly after the six (6) month period thereafter and Employee agrees date that all bonus payments to reimburse the Company other eligible employees are made for the amount of any such reductions. Notwithstanding the foregoingapplicable period, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, 17 below. Furthermore, under Nothing in this Section 2.5, vesting of 5(c) shall reduce any equity awards granted right Executive may otherwise have to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the receive any disability benefits under any Company-sponsored disability plan.
Appears in 2 contracts
Samples: Employment Agreement (Ddi Corp), Employment Agreement (Ddi Corp)
Termination Due to Disability. If EmployeeIn the event that the Executive’s employment hereunder is terminated due to Employee’s Disability, Employee he/she shall have no further rights against be entitled to the Company hereunder, except 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 right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employeefiscal year in which his/her Termination Date occurs, based on the Executive’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses annual incentive bonus award opportunity for such fiscal years are paid to other similarly situated executives year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company. For purposes ’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 this Section 2.512 months (provided, “Severance Payment” means six (6) months of Employee’s base salary in effect however, that no options can be exercised beyond their expiration date), all such options to become fully vested and exercisable as of the date Termination Date, and the immediate vesting of Employee’s termination all shares of employmentrestricted stock, payable in equal installments during including the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices 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, except as otherwise provided in ’s obligation under this Section 2.8, below. The amount of such Severance Payment 8(B)(5) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; and
(6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(7) the benefits described in Section 8(H)(1). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive’s employment for Disability shall be effective until the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the CompanyExecutive.
Appears in 2 contracts
Samples: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Termination Due to Disability. If EmployeeIn the event (x) the Executive’s employment hereunder is terminated due to Employeehis disability, as determined under the Company’s Disabilitylong-term disability plan, Employee or (y) the Executive incurs a separation from service pursuant to Code Section 409A as a result of his incapacity due to physical or mental illness (in which case he shall have no further rights against be terminated for disability at the Company hereunderdate of the separation from service), except for the right Executive shall be entitled to receive the following amounts:
(i) Final Pay; a cash lump sum payment made, within sixty (60) days after the date of termination in an amount equal to the Base Salary as provided in Section 4, above, that would have been paid to the Executive 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) Final Expenses; any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above,
(iii) Employeewithin 60 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s Unpaid Bonus; average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment the rights under any options to purchase equity securities of the Unpaid Bonus and the Prorated Bonus shall be made Company or other rights with respect to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, except as otherwise provided including any restricted stock or other securities, held by the Executive, determined in Section 2.8, below. The amount accordance with the terms thereof,
(v) for a period of such Severance Payment shall be reduced by (x) six months following the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion termination of the CompanyExecutive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive’s immediate family members, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, upon if the cessationExecutive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and
(vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit pro-grams of the BoardCompany, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in Section 6 above, determined in accordance with the applicable equity award agreements between Employee terms and the Companyprovisions of such programs.
Appears in 1 contract
Termination Due to Disability. If Employee’s In the event that the Executive's employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following:
(i) Final Pay; 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) Final Expenses; Base Salary through the end of the month in which the Termination Date occurs;
(iii) Employee’s Unpaid Bonus; 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) Employee’s Prorated Bonus; and 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) a Severance Payment (defined below). Payment of the Unpaid Bonus any outstanding shares from his Sign-On Deferrable Restricted Stock Award and the Prorated Bonus any other restricted stock awards shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect vest as of the date Termination Date; provided, however, that notwithstanding anything in the 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 Employee’s termination of employmentthe Termination Date;
(vi) Pro-Rata Long-Term Incentive Plan payouts, payable in equal installments during the six (6) month period a lump sum, if earned, promptly following the effective date of Employee’s termination pursuant to the normal payroll practices 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, except as otherwise provided in 's obligation under this Section 2.8, below. The amount of such Severance Payment 8(b)(v) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer;
(6viii) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(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). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective until the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior termination to the date of termination shall be as provided in the applicable equity award agreements between Employee and the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If Employee’s In the event that the Executive's ----------------------------- employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except following:
(I) periodic disability payments in accordance with the Company'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 right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of fiscal year in which his Termination Date occurs, based on the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses Executive's annual bonus opportunity for such fiscal years are paid to other similarly situated executives year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. For purposes '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 this Section 2.512 months, “Severance Payment” means six (6) months of Employee’s base salary in effect all such options to become fully exercisable as of the date Termination Date, and the immediate vesting of Employee’s termination all shares of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices Restricted Stock of the Company 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 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, except as otherwise provided in 's obligation under -------- ---- this Section 2.8, below. The amount of such Severance Payment 8(B)(V) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer;
(6VI) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(I)(I). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective unless the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If EmployeeExecutive’s employment is terminated due to EmployeeExecutive’s DisabilityDisability pursuant to Section 3.1(d), Employee above, Executive shall have no further rights against the Company hereunder, except for the right to receive (i) Final PayAccrued Benefits; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s the Prorated Bonus; and (viii) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee Executive at the same time as any such bonuses for such fiscal years year are paid to other similarly situated executives of the Company. For purposes of this Section 2.53.2(c), “Severance Payment” means six (6) months of EmployeeExecutive’s base salary Base Salary in effect as of the date of EmployeeExecutive’s termination of employment, payable in equal installments during the six (6) month period following the effective date of EmployeeExecutive’s termination pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.83.2(g), below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee Executive from another employer or service recipient during the six (6) month period following EmployeeExecutive’s termination of employment and (y) any payments received by Employee Executive under any short-term disability plans, programs or policies offered by the Company during EmployeeExecutive’s absence from the Company prior to EmployeeExecutive’s termination of employment or during the six (6) month period thereafter and Employee Executive agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 3.2(c) shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee Executive acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.53.2(c), he/she Executive has an obligation to use his/her Executive’s reasonable efforts to secure other employment and that his/her Executive’s failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.53.2(c), vesting of any equity awards granted to Employee Executive prior to the date of termination shall be as provided in the applicable equity award agreements between Employee Executive and the Company.
Appears in 1 contract
Samples: Employment Agreement (KOHLS Corp)
Termination Due to Disability. If Employee’s In the event that the Executive's ----------------------------- employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except following:
(I) periodic disability payments in accordance with the Company'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 right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of fiscal year in which his Termination Date occurs, based on the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses Executive's annual bonus opportunity for such fiscal years are paid to other similarly situated executives year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. For purposes '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 this Section 2.512 months, “Severance Payment” means six (6) months of Employee’s base salary in effect all such options to become fully exercisable as of the date Termination Date, and the immediate vesting of Employee’s termination all shares of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices 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 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, except as otherwise provided in 's obligation under this Section 2.8, below. The amount of such Severance Payment 8(B)(V) -------- ---- shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer; and
(6VI) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(VII) the benefits described in Section 8(I)(I). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective unless the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If Employee’s employment is terminated If, while employed by the Company, the Executive becomes unable to perform the duties specified hereunder due to Employeepartial or total disability or incapacity resulting from a mental or physical illness, injury, or from any other cause, the Company will continue the payment of the Executive’s Disabilitybase salary at its then current rate through the end of the month in which the Executive is first unable to perform such duties due to such disability or incapacity. The Company will also:
(a) Continue the payment of the Executive’s base salary at its then current rate for the TWENTY-SIX (26) weeks that directly follow the end of the month in which the Executive is first unable to perform such duties due to such disability or incapacity. The continued payment of the Executive’s base salary will NOT be prematurely halted due to potential conflicts with the expiration date of this Agreement;
(b) Pay any performance and special incentive bonus(es) earned by the Executive, Employee but not yet paid;
(c) Evaluate the Executive’s performance relative to defined, upcoming, Company goals and objectives and determine any/all potential special incentive bonus(es) eligibility to date;
(d) Immediately vest all shares of Company stock previously granted to the Executive. Ownership of all vested shares will be automatically transferred to the Executive;
(e) Reimburse to the Executive any previously submitted, but not yet paid, and previously unsubmitted expense reports (accompanied by receipts or appropriate documentation);
(f) Pay 85 (eighty-five) percent of the health and wellness benefits that would have otherwise been paid if the employment Agreement had continued through the full Term;
(g) Thereafter, the Company shall have no further rights against obligation for base salary, bonus(es) or other compensation payments to the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments Executive during the six (6) month period following the effective date continuance of Employee’s termination pursuant such disability or incapacity. The Company will continue to provide benefits to the normal payroll practices of Executive so long as the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced Executive remains employed by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Company.
Appears in 1 contract
Samples: Employment Agreement (Soul & Vibe Interactive Inc.)
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate the Term of Employee’s base salary Employment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in effect as addition to the Termination Entitlement (subject to the requirements of Section 5.9) for the greater of the date remainder of Employee’s termination the original Term of employmentEmployment or twelve (12) months, payable bi-weekly payments made in substantially equal installments during in accordance with the six (6) month period following the effective date of Employee’s termination pursuant to the normal customary payroll practices of the Company, except and subject to payroll deductions and required withholdings at an annualized rate equal to the sum of your Base Salary and "Average Annual Bonus" (as otherwise provided in Section 2.8, defined below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including), but not limited to, reduced on a monthly basis by an amount equal to the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any disability payments received for such month by Employee you from Workers' Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate: provided. however, that all payments under any shortthis Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you ceasing to be eligible for long-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable benefits under the Company’s Long Term Disability Program 's or any successor program theretoan affiliate's long-term disability plan or becoming eligible only for partial benefits of less than fifty percent (50%) under such plan. Employee acknowledges and agrees thatUpon the termination of payments made pursuant to this Section 5.3, upon the cessationyour disability payments, if any, will be determined in accordance with the Company's long-term disability program then in effect, and no further payments will be made pursuant to the terms of such Disability during the period for which the Severance Payment is to be this Agreement. All payments made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For all purposes of this Agreement, "Average Annual Bonus" shall be defined as provided in an amount equal to the applicable equity award agreements between Employee and average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, spot or long term incentive plan bonuses) for the most recent three (3) completed Bonus plan years at the Company; provided, that, if your employment terminates prior to the payment of your annual bonus for your services in 2018 (which will be payable on or before March 15, 2019), then in any instance where you would be entitled to receive an amount equal to or based upon the Average Annual Bonus, you shall receive $1,800,000 in lieu of such Average Annual Bonus.
Appears in 1 contract
Samples: Employment Agreement (Time Inc.)
Termination Due to Disability. If Employee’s In the event that the Executive's ----------------------------- employment hereunder is terminated due to Employee’s Disability, Employee he/she shall have no further rights against be entitled to the Company hereunder, except 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 right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of fiscal year in which his/her Termination Date occurs, based on the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses Executive's annual bonus award opportunity for such fiscal years are paid to other similarly situated executives year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company. For purposes 's performance during such fiscal year;
(4) the continued right to exercise each outstanding stock option for a period of this Section 2.512 months, “Severance Payment” means six (6) months of Employee’s base salary in effect all such options to become fully exercisable as of the date Termination Date, and the immediate distribution of Employee’s termination all shares of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices restricted stock of the Company 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, except as otherwise provided in 's obligation under -------- ---- this Section 2.8, below. The amount of such Severance Payment 8(B)(5) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination arrangements of employment or during the six a subsequent employer;
(6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under immediate vesting in the Company’s Long Term Disability Program 's Retirement Savings Plan (or any successor program thereto401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; and
(7) the benefits described in Section 8(I)(1). Employee acknowledges and agrees that, upon No termination of the cessation, if any, Executive's employment for Disability shall be effective unless the Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is termination to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityhis disability, Employee which shall have no further rights against mean that Executive has been unable to perform his material duties due to illness or injury for a continuous twenty-six (26) week period, as determined under the Company hereunderCompany's long-term disability plan, except for the right Executive shall be entitled to, subject to receive Subsection 25 hereof,:
(i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability, to be paid in accordance with the Company's regular payroll practices,
(ii) Final Expenses; any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (iii) Employee’s Unpaid Bonus; within 45 days after the date of termination, a pro rata bonus for the year of termination in an amount determined by the 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) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment the rights under any options to purchase equity securities of the Unpaid Bonus and the Prorated Bonus shall be made Company or other rights with respect to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, except as otherwise provided including any restricted stock or other securities, held by the Executive, determined in Section 2.8, below. The amount accordance with the terms thereof,
(v) for a period of such Severance Payment shall be reduced by (x) six months following the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion termination of the CompanyExecutive's employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and
(vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in Section 6 above, determined in accordance with the applicable equity award agreements between Employee terms and provisions of such programs. Until the Companyoccurrence of such a Disability Termination the Executive shall continue to receive his full compensation and benefits.
Appears in 1 contract
Termination Due to Disability. If Employee’s In the event the Executive's employment hereunder is terminated due to Employee’s Disabilityhis disability, Employee as determined under the Company's long-term disability plan, the Executive shall have no further rights against the Company hereunder, except for the right to receive be entitled to:
(i) Final Pay; the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the Executive's employment terminates due to disability,
(ii) Final Expenses; any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above,
(iii) Employee’s Unpaid Bonus; a pro rata bonus for the year of termination in an amount determined by the 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) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment the rights under any options to purchase equity securities of the Unpaid Bonus and the Prorated Bonus shall be made Company or other rights with respect to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant to the normal payroll practices equity securities of the Company, except as otherwise provided including any restricted stock or other securities, held by the Executive, determined in Section 2.8, below. The amount accordance with the terms thereof,
(v) for a period of such Severance Payment shall be reduced by (x) six months following the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion termination of the CompanyExecutive's employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding Executive (and the foregoingExecutive's dependents, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable if any) under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges 's medical benefit plans upon substantially the same terms and agrees conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED FURTHER, HOWEVER, that, upon in the cessationevent the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and
(vi) the vested accrued benefits, if any, of such Disability during under the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion employee benefit programs of the BoardCompany, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in Section 6 above, determined in accordance with the applicable equity award agreements between Employee terms and the Company.provisions of such programs. [XL CAPITAL LOGO]
Appears in 1 contract
Termination Due to Disability. If Employee’s In the event that the Executive's employment is terminated due to Employee’s his Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following benefits:
(i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of disability benefits in accordance with the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses long-term disability program then in effect for such fiscal years are paid to other similarly situated senior executives of the Company. For purposes ;
(ii) continuation of this Section 2.5, “Severance Payment” means six Base Salary (6less disability benefit payments) months of Employee’s base salary in effect as through the end of the date Employment Period and for a period of Employee’s termination 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 employmentthe 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 equal installments 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 six 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 (6including plans maintained solely for the benefit of the Executive) month period following the effective date of Employee’s termination pursuant that provide benefits that are equivalent to the normal payroll practices those provided under 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 as otherwise 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 2.8, below. The amount 6 shall fully vest; and
(viii) upon the death of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited toExecutive and his spouse, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees thatshall, upon the cessationdemand of the Executive's or his spouse's estate or his or her beneficiaries, if anyas 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 Disability demand at the Fair Market Value thereof during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee 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 shall be as provided of the Executive's employment for Disability occur until the Party terminating his employment gives written notice to the other Party in the applicable equity award agreements between Employee and the Companyaccordance with Section 21 below.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate your employment during the Term of Employee’s base salary Employment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in effect as addition to the Termination Entitlement, (subject to the requirements of Section 5.7) for the greater of the date remainder of Employee’s termination the original Term of employmentEmployment or twelve (12) months, payable bi-weekly payments made in substantially equal installments during in accordance with the six (6) month period following the effective date of Employee’s termination pursuant to the normal customary payroll practices of the Company, except and subject to payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and “Average Annual Bonus” (as otherwise provided defined below) target bonus (as set forth in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including3.2(a)), but not limited to, reduced on a monthly basis by an amount equal to the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any disability payments received for such month by Employee you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate; provided, however, that all payments under any shortthis Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you ceasing to be eligible for long-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable benefits under the Company’s Long Term Disability Program or any successor program theretoan affiliate’s long-term disability plan or becoming eligible only for partial benefits of less than fifty percent (50%) under such plan. Employee acknowledges and agrees thatUpon the termination of payments made pursuant to this Section 5.3, upon the cessationyour disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and no further payments will be made pursuant to the terms of such Disability during the period for which the Severance Payment is to be this Agreement. All payments made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For purposes of this Agreement, “Average Annual Bonus” shall be defined as provided in an amount equal to the applicable equity award agreements between Employee and average of the two (2) highest Bonus amounts received by you before the effective date of your termination (excluding any special, spot or long term incentive plan bonuses) for the most recent five (5) completed Bonus plan years at the Company. If you have received only one full-year Bonus payment, then Average Annual Bonus shall equal the amount of such Bonus. If you have not received any Bonus payments, or if you received only one Bonus payment and such Bonus was prorated because you did not work the full Bonus plan year, then in lieu of an Average Annual Bonus, you will receive $450,000.
Appears in 1 contract
Samples: Employment Agreement (Time Inc.)
Termination Due to Disability. If this Agreement is terminated by either party as a result of the Employee’s Disability (as defined below), in addition to the benefits otherwise due the Employee and as otherwise required by law, the Company will pay Employee his Base Salary (and any previously earned bonus) until the effective date of the termination of employment due to the Disability (“Disability Effective Date”). The Employee shall be eligible to receive disability insurance coverage at those levels which the Company provides to its executive officers from time-to-time; provided, however, if Company’s disability insurance 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 selling his stock in the Company pursuant to that certain Shareholders Agreement of even date herewith, the Company will 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 the Employee pursuant to disability insurance policies provided by the Company shall be offset against the amount of Base Salary due or paid to Employee under this Section 4 d for the same periods as covered by the payments under the disability insurance policies. Except as provided herein, upon termination as a result of Employee’s Disability, Employee the Company shall have no further rights against the Company hereunderobligations to Employee under this Agreement, except for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Companyotherwise required under law. For purposes of this Section 2.5Agreement, the Employee will be deemed to have a “Severance PaymentDisability” means six (6) months of if, for physical or mental reasons, the Employee is unable to perform the Employee’s base salary essential duties under this Agreement without reasonable accommodation for ninety (90) consecutive days, or one hundred eighty (180) days during any twelve (12)-month period, as determined in effect as accordance with this Section 4 d. The disability of the date Employee will be determined by a medical doctor selected by written agreement of Employee’s termination the Company and the Employee upon the request of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination pursuant either party by notice to the normal payroll practices 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 Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment medical doctor selected under this Section 2.5 shall not 4 d will be reduced binding on both parties. The Employee must submit to a reasonable number of examinations by the value medical doctor making the determination of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made disability under this Section 2.54 d, he/she has an obligation and the Employee hereby authorizes the disclosure and release to use his/her reasonable efforts 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 secure other employment the examinations, and that his/her failure to do so, providing the authorization of disclosure as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, required under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided in the applicable equity award agreements between Employee and the Company.4 d.
Appears in 1 contract
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s Disabilityduring the Term of Employment you become physically or mentally disabled, Employee shall have no further rights against whether totally or partially, so that you are prevented from performing the Company hereunder, except material functions of your position for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment of the Unpaid Bonus and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means periods aggregating six (6) months in any twelve (12) month period, the Company will be entitled to terminate the Term of EmployeeEmployment upon written notice to you given at any time thereafter during which you are still disabled. You will thereafter be entitled to receive, in addition to the Termination Entitlement, (subject to the requirements of Section 5.7) Base Salary and “Average Annual Bonus” (as defined below) for twenty-four (24) months, paid in substantially equal installments in accordance with the customary payroll practices of the Company, and subject to payroll deductions and required withholdings, but reduced on a monthly basis by an amount equal to the disability payments received for such month by you from Workers’ Compensation, Social Security and disability insurance policies maintained by the Company or its affiliate; provided, however, that all payments under this Section 5.3 shall cease upon the earlier of: (i) your commencing substantially full-time employment, or (ii) you ceasing to be eligible for long-term disability benefits under the Company’s base salary or an affiliate’s long-term disability plan in effect as of the date of Employee’s your disability. Upon the termination of employment, payable in equal installments during the six (6) month period following the effective date of Employee’s termination payments made pursuant to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that5.3, upon the cessationyour disability payments, if any, will be determined in accordance with the Company’s long-term disability program then in effect, and no further payments will be made pursuant to the terms of such Disability during the period for which the Severance Payment is to be this Agreement. All payments made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to 5.3 after the date of termination of employment are intended to be disability payments, regardless of the manner in which they are computed. For purposes of this Agreement, “Average Annual Bonus” shall be defined as provided in an amount equal to the applicable equity award agreements between Employee and average of the two (2) highest Bonus amounts received by you (excluding any special, spot or long-term incentive plan bonuses) during the most recent five (5) completed fiscal years of the Company.
Appears in 1 contract
Samples: Employment Agreement (Time Inc.)
Termination Due to Disability. If EmployeeIn the event that the Executive’s employment hereunder is terminated by either Party hereto due to Employeethe Executive’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following:
(i) Final PayDisability benefits provided in accordance with the long-term disability program in effect for senior executives at the Company; provided, however, in no event shall such benefits provide the Executive less than 50% of his then Base Salary to age 65;
(ii) Final Expenses; Base Salary through the end of the month before the month in which Disability benefits commence;
(iii) Employee’s Unpaid Bonus; a Pro-Rata annual incentive award for the year in which the termination occurs based on the target bonus for the year of termination, payable promptly following the termination of his employment;
(iv) Employee’s Prorated Bonusfull vesting of all outstanding stock options with exercise periods (a) with respect to all outstanding stock options granted prior to the year 2002, equal to the lesser of one year and the remainder of their originally scheduled terms, (b) with respect to all stock options granted in the year 2002 or 2003, equal to the lesser of three years and the remainder of their originally scheduled terms and (c) for the January 2, 2004 Option, the 2004 Equity Award and the 2005 Equity Award, in which case such termination shall be treated as a retirement, for the remainder of their originally scheduled terms; all other equity awards shall vest and become non-forfeitable, redeemable and/or otherwise free of restrictions; and
(v) a Severance Payment (defined below). Payment of the Unpaid Bonus continued participation in all medical, dental, vision and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to hospitalization insurance coverage and benefits and in all other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary employee welfare benefit plans or programs in effect as of which he was participating on the date of Employee’s the termination of employmenthis employment for a period of 24 months following such date, payable in equal installments during on the six (6) month period following same terms and conditions as if he had remained employed by the effective date of Employee’s termination pursuant Company; provided that to the normal payroll practices of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under extent that the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to plans do so, as determined at the sole discretion not permit continuation of the BoardExecutive’s participation throughout such period, the Company shall provide the Executive, no less frequently than quarterly in advance, with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. In no event shall a breach termination of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior the Executive’s employment hereunder for Disability occur until the Party terminating his employment gives written notice to the date of termination shall be as provided other Party in the applicable equity award agreements between Employee and the Companyaccordance with Section 28 below.
Appears in 1 contract
Samples: Employment Agreement (Gillette Co)
Termination Due to Disability. The Company may terminate Executive’s employment due to Disability if Executive (i) is unable to engage in any substantial gainful activity 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, 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 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 EmployeeExecutive’s employment is terminated due to Employee’s under this Section 4(a) for Disability, Employee shall have no further rights against the Company hereundershall 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, except for the right and, subject to receive (i) Final Pay; (ii) Final Expenses; (iii) EmployeeExecutive’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) execution of a Severance Payment (defined below). Payment general release of claims in favor of the Unpaid Bonus Company in substantially the form attached hereto as Exhibit A, after termination of Executive’s employment, and the Prorated Bonus shall be made 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 Employee at Executive’s compliance with the same time as any such bonuses for such fiscal years obligations in Sections 7, 8 and 9, (A) Executive’s outstanding equity awards that are paid subject solely to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect time-based vesting conditions will become fully vested as of the date of EmployeeExecutive’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, payable in equal installments during the six and (6C) month period following the effective date if Executive is entitled to elect continuation of Employee’s termination coverage under any Company group health plan pursuant to the normal payroll practices Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable law (“COBRA”), and Executive timely elects such coverage, the CompanyCompany shall directly pay, except as otherwise provided 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 Section 2.8effect on the date of termination, below. The amount during the period commencing on the date of such Severance Payment shall be reduced by termination and ending upon the earliest of (x) the value of any compensation (includingdate 18 months after the date Executive’s employment terminates, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plansthe date Executive and, programs 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 policies offered by the Company during Employee’s absence from 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 prior or Executive, the Company shall in lieu thereof provide to Employee’s termination of employment or Executive a taxable monthly payment during the six (6) month period thereafter and Employee agrees COBRA Continuation Period in an amount equal to reimburse the monthly premium that the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Companywould have contributed to Executive’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to 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 provided in applicable, the applicable equity award agreements between Employee and “Continued Health Care Coverage Benefit”). The Continued Health Care Coverage Benefits will commence within 60 days following the Companydate 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. If EmployeeIn the event that the Executive’s employment hereunder is terminated due to Employee’s Disability, Employee he shall have no further rights against be entitled to the Company hereunder, except for the right to receive following:
(i) Final Pay; 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) Final Expenses; Base Salary through the end of the month in which the Termination Date occurs;
(iii) Employeea 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 Unpaid Bonus; and Company’s performance during such fiscal year;
(iv) Employee’s Prorated Bonus; and 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) a Severance Payment (defined below). Payment any outstanding shares from any of the Unpaid Bonus and the Prorated Bonus his restricted stock awards shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect vest as of the date of Employee’s termination of employmentTermination Date.
(vi) Pro-Rata Long-Term Incentive Plan payouts, payable in equal installments during the six (6) month period a lump sum, if earned, promptly following the effective date of Employee’s termination pursuant to the normal payroll practices 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, except as otherwise provided in ’s obligation under this Section 2.8, below. The amount of such Severance Payment 8(b)(v) shall be reduced by to the extent that equivalent coverages and benefits (xdetermined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any payments received by Employee under any short-term disability plans, programs or policies offered by arrangements of a subsequent employer;
(viii) immediate vesting in the Company during EmployeeCompany’s absence from Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan (including the Company prior SERP) and deferred compensation plans, or the cash equivalent thereof, provided that notwithstanding anything in the Employment Agreement to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoingcontrary, the amount of the Severance Payment under this Executive’s SERP benefit (f.k.a. Supplemental Pension benefit) shall be frozen as of September 30, 2005 and the Executive shall cease to accrue a SERP benefit (f.k.
a. Supplemental Pension benefit) after such date; and
(ix) the benefits described in Section 2.5 8(h)(i). No termination of the Executive’s employment for Disability shall not be reduced by effective until the value of any compensation payable under the Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, Company first gives 15 days written notice of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior termination to the date of termination shall be as provided in the applicable equity award agreements between Employee and the CompanyExecutive.
Appears in 1 contract
Termination Due to Disability. Company may terminate Employee's employment at any time if Employee becomes disabled, upon written notice by Company to Employee. If Employee’s 's employment is terminated due to because of Employee’s Disability's disability, Employee he shall have no further rights against the Company hereunder, except for the right to receive be entitled to:
(i) Final Pay; payment of a lump-sum disability benefit equal to 12 months' then current Base Salary;
(ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment immediate acceleration of the Unpaid Bonus vesting of any Service-Based Equity Awards and the Prorated Bonus shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives continuation of the Company. For purposes of this Section 2.5, “Severance Payment” means six (6) months of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable in equal installments during the six (6) month period following 's rights to exercise any outstanding Service-Based Equity-Based Awards through the effective date of Employee’s such termination and for a period of 12 months following such termination;
(iii) for any 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 normal payroll practices earlier of the Companyaward's original expiration date or 12 months following such termination;
(iv) reimbursement for any reasonable, except as otherwise provided unreimbursed and documented business expense he has incurred in Section 2.8, below. The amount of such Severance Payment shall be reduced by performing Employee's duties hereunder;
(xv) the value right to elect continuation coverage of insurance benefits to the extent required by law; and
(vi) payment of any compensation (including, accrued but not limited to, unpaid benefits and any other rights as provided by the value terms of any cash compensation, deferred compensation employee benefit plan or equity-based compensation, valued in the sole discretion program of the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination of employment and (y) any . Any payments received by Employee under any short-term disability plans, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 3(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 (b) which cannot be reduced by the value of any compensation payable under the accommodated with a reasonable accommodation, without undue hardship on Company’s Long Term Disability Program or any successor program thereto. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.5, below. Furthermore, under this Section 2.5, vesting of any equity awards granted to Employee prior to the date of termination shall be as provided specified in the applicable equity award agreements between Employee and the CompanyAmericans with Disabilities Act.
Appears in 1 contract
Termination Due to Disability. If Employee’s employment is terminated due to Employee’s DisabilityDisability pursuant to Section 4.1(d), above, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay; (ii) Final Expenses; (iii) Employee’s Unpaid Bonus; (iv) Employee’s Prorated Bonus; and (v) a Severance Payment (defined below). Payment , the payment of which is contingent upon Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company; (iii) Final Expenses; and (iv) Employee’s unpaid bonus, if any, attributable to any complete fiscal year of the Unpaid Bonus and Company ended before the Prorated Bonus date of termination plus a share of any bonus attributable to the fiscal year of the Company during which the date of termination occurs (pro-rated, as determined by the Company, for the portion of the fiscal year prior to the date of termination). Any such bonus payments shall be made to Employee at the same time as any such bonuses for such fiscal years are paid to other similarly situated executives of the Company. For purposes of this Section 2.54.2(c), “Severance Payment” means six (6_) months of Employee’s base salary in effect as of the date of Employee’s termination of employmentBase Salary, payable in equal installments during the six (6_) month period following the effective date of Employee’s termination pursuant to exhaustion of any short-term disability benefits provided by the Company, in accordance with the normal payroll practices and schedule of the Company, except as otherwise provided in Section 2.8, below. The amount of such Severance Payment shall be reduced by (x) the value of any compensation (includingincluding any payments received by Employee under any disability plans, but not limited to, the value of any cash compensation, deferred compensation programs or equity-based compensation, valued in the sole discretion of policies offered by the Company) received by Employee from another employer or service recipient during the six (6) month period following Employee’s termination the date of employment and (y) any payments received by Employee under any short-term disability planstermination, programs or policies offered by the Company during Employee’s absence from the Company prior to Employee’s termination of employment or during the six (6) month period thereafter and Employee agrees to reimburse the Company for the amount of any such reductions. Notwithstanding the foregoing, the amount of the Severance Payment under this Section 2.5 shall not be reduced by the value of any compensation payable under the Company’s Long Term Disability Program or any successor program theretoreduction. Employee acknowledges and agrees that, upon the cessation, if any, of such Disability during the period for which the Severance Payment is to be made under this Section 2.5Disability, he/she has an obligation to use his/her reasonable efforts to secure other employment and that his/her failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement subject to Section 8.59.6, below. Furthermore, under this Section 2.54.2(c), vesting of any equity awards Company stock options granted to Employee prior to ceases on the date of termination shall be as provided in the applicable equity award agreements between Employee termination, and the Companyany unvested stock options lapse and are forfeited immediately upon termination.
Appears in 1 contract
