Termination Due to Executive’s Permanent Disability. If Executive’s employment hereunder is terminated because Executive becomes Permanently Disabled, then the Company shall pay to Executive: (i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s termination of employment (the “Termination Date”) for periods through but not following his Separation From Service (as defined below) and (B) any accrued vacation pay earned by Executive, in each case, to the extent not theretofore paid (the “Accrued Obligation”), and such payment shall be paid within 30 days after the Termination Date; (ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid as follows: (A) Subject to Section 7(b)(ii)(B), the Company shall pay Executive the amount specified in Section 7(b)(ii) 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee (as defined below) or on the date that is six months following the date of his Separation From Service if he is a Specified Employee; (B) In the event Executive’s employment is terminated because Executive becomes Permanently Disabled in a circumstance where Executive has incurred a Section 409A Disability (as defined below), the Company shall pay Executive the amounts specified in Sections 7(b)(ii) within 30 days after the date Executive incurs a Section 409A Disability; (iii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(b), the “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect, and such payment shall be paid (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Executive is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock or Deferred Stock Units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock or Deferred Stock Units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock or Deferred Stock Units agreements have been satisfied in full. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies. (iv) Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 2 contracts
Samples: Employment Agreement (Mens Wearhouse Inc), Employment Agreement (Mens Wearhouse Inc)
Termination Due to Executive’s Permanent Disability. If Executive’s employment hereunder is terminated because Executive becomes Permanently Disabled, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s termination of employment Employment (the “Termination Date”) for periods through but not following his Separation From Service (as defined below) and ), (B) any accrued vacation pay earned by Executive, (C) any Bonus earned for the fiscal year ending prior to the Termination Date which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive, in each case, to the extent not theretofore paid (the “Accrued ObligationObligations”), and such payment shall be paid within 30 days after the Termination Date;
(ii) a lump sum payment Date except in cash equal the case of the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paidwhich such Bonus relates, and such payment shall be paid as follows:
(A) Subject to Section 7(b)(ii)(B), the Company shall pay Executive the amount specified in Section 7(b)(ii) 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee (as defined below) or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(B) In the event Executive’s employment is terminated because Executive becomes Permanently Disabled in a circumstance where Executive has incurred a Section 409A Disability (as defined below), the Company shall pay Executive the amounts specified in Sections 7(b)(ii) within 30 days after the date Executive incurs a Section 409A Disability;Termination Date except in the case of the Bonus which shall be paid on the April 15th immediately following the fiscal year bonus period to which such Bonus relates; and
(iiiii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(b), the “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect, and ; such payment shall be paid (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Executive is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year two years after the Termination Date shall become fully exercisableexercisable and shall remain exercisable for the period to end upon the earlier of the stated term of such option or one year following the Termination Date, notwithstanding the terms of the relevant stock option agreements (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply) and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock time-vesting restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year two years after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. As a matter of clarification and for the avoidance of doubt, it is the intention and agreement of the parties that the foregoing provisions of this Section 7(b) relating to the vesting and period of exercise of stock options, and the vesting of, or lapsing of restrictions on, restricted stock units, deferred stock units and performance units shall apply to stock options, restricted stock units, deferred stock units and performance units granted or issued to the Executive at any time prior to the Effective Date and those granted or issued to him at any time after the Effective Date during the term of his employment under this Agreement and are intended to amend and do amend the terms of the underlying stock option, restricted stock unit, deferred stock unit and performance unit agreements to the extent necessary to carry out the intent of this Section 7(b). In addition, on the date on which any performance units (or performance-based deferred stock units) held by Executive immediately prior to the Termination Date would have vested had Executive remained employed in accordance with the respective terms of the relevant performance unit agreement, all restrictions shall be removed on a number of shares of Common Stock equal to the number of shares calculated in accordance with the vesting provisions of any such performance unit agreement times the quotient determined by dividing (x) the number of days from the grant date through the Termination Date by (y) the number of days in the applicable performance period, notwithstanding the terms of the relevant performance unit agreement. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policiesExecutive Benefits.
(iv) Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 1 contract
Termination Due to Executive’s Permanent Disability. If Executive’s employment hereunder is terminated because Executive becomes Permanently Disabled, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s termination of employment Employment (the “Termination Date”) for periods through but not following his Separation From Service (as defined below) and ), (B) any accrued vacation pay earned by Executive, (C) any Bonus earned for the fiscal year ending prior to the Termination Date which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive, in each case, to the extent not theretofore paid (the “Accrued ObligationObligations”), and such payment shall be paid within 30 days after the Termination Date;
(ii) a lump sum payment Date except in cash equal the case of the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paidwhich such Bonus relates, and such payment shall be paid as follows:
(A) Subject to Section 7(b)(ii)(B), the Company shall pay Executive the amount specified in Section 7(b)(ii) 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee (as defined below) or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(B) In the event Executive’s employment is terminated because Executive becomes Permanently Disabled in a circumstance where Executive has incurred a Section 409A Disability (as defined below), the Company shall pay Executive the amounts specified in Sections 7(b)(ii) within 30 days after the date Executive incurs a Section 409A Disability;Termination Date except in the case of the Bonus which shall be paid on the April 15th immediately following the fiscal year bonus period to which such Bonus relates; and
(iiiii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(b), the “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect, and ; such payment shall be paid (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Executive is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year two years after the Termination Date shall become fully exercisableexercisable and shall remain exercisable for the period to end upon the earlier of the stated term of such option or one year following the Termination Date, notwithstanding the terms of the relevant stock option agreements (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply) and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock time-vesting restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year two years after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. In addition, on the date on which any performance units (or performance-based deferred stock units) held by Executive immediately prior to the Termination Date would have vested had Executive remained employed in accordance with the respective terms of the relevant performance unit agreement, all restrictions shall be removed on a number of shares of Common Stock equal to the number of shares calculated in accordance with the vesting provisions of any such performance unit agreement times the quotient determined by dividing (x) the number of days from the grant date through the Termination Date by (y) the number of days in the applicable performance period, notwithstanding the terms of the relevant performance unit agreement. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policiesExecutive Benefits.
(iv) Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 1 contract
Termination Due to Executive’s Permanent Disability. If Executive’s employment hereunder is terminated because Executive becomes Permanently Disabled, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s termination of employment (the “Termination Date”) for periods through but not following his Separation From Service (as defined below) and ), (B) any accrued vacation pay earned by Executive, (C) any Bonus earned for the fiscal year ending prior to the Termination Date which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive, in each case, to the extent not theretofore paid (the “Accrued Obligation”), and such payment shall be paid within 30 days after the Termination Date;Date except in the case of the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to which such Bonus relates.
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid as follows:
(A) Subject to Section 7(b)(ii)(B), the Company shall pay Executive the amount specified in Section 7(b)(ii) 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee (as defined below) or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(B) In the event Executive’s employment is terminated because Executive becomes Permanently Disabled in a circumstance where Executive has incurred a Section 409A Disability (as defined below), the Company shall pay Executive the amounts specified in Sections 7(b)(ii) within 30 days after the date Executive incurs a Section 409A Disability;
(iii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(b), the “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect, and such payment shall be paid (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Executive is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to the Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. As a matter of clarification and for the avoidance of doubt, it is the intention and agreement of the parties that the foregoing provisions of this Section 7(b) relating to the vesting and period of exercise of stock options, and the vesting of, or lapsing of restrictions on, restricted stock units, deferred stock units and performance units shall apply to stock options, restricted stock units, deferred stock units and performance units granted or issued to the Executive at any time prior to the Effective Date and those granted or issued to him at any time after the Effective Date during the term of his employment under this Agreement and are intended to amend and do amend the terms of the underlying stock option, restricted stock unit, deferred stock unit and performance unit agreements to the extent necessary to carry out the intent of this Section 7(b). Further, restrictions on any performance units shall lapse, if at all, in accordance with the terms of the relevant performance unit agreement and nothing herein shall be deemed to modify the terms of such performance unit agreements. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policiesExecutive Benefits.
(iv) Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 1 contract
Termination Due to Executive’s Permanent Disability. If Executive’s employment hereunder is terminated because Executive becomes Permanently Disabled, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s termination of employment (the “Termination Date”) for periods through but not following his Separation From Service (as defined below) and ), (B) any accrued vacation pay earned by Executive, (C) any Bonus earned for the fiscal year ending prior to the Termination Date which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive, in each case, to the extent not theretofore paid (the “Accrued Obligation”), and such payment shall be paid within 30 days after the Termination Date;Date except in the case of the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to which such Bonus relates.
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid as follows:
(A) Subject to Section 7(b)(ii)(B), the Company shall pay Executive the amount specified in Section 7(b)(ii) 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee (as defined below) or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(B) In the event Executive’s employment is terminated because Executive becomes Permanently Disabled in a circumstance where Executive has incurred a Section 409A Disability (as defined below), the Company shall pay Executive the amounts specified in Sections 7(b)(ii) within 30 days after the date Executive incurs a Section 409A Disability;
(iii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(b), the “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect, and such payment shall be paid (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Executive is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock restricted stock or Deferred Stock Units deferred stock units of the Company held by Executive immediately prior to the Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock restricted stock or Deferred Stock Units deferred stock units agreements have been satisfied in full. Further, restrictions on any performance units shall lapse, if at all, in accordance with the terms of the relevant performance unit agreement and nothing herein shall be deemed to modify the terms of such performance unit agreements. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policiesExecutive Benefits.
(iv) Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 1 contract
Termination Due to Executive’s Permanent Disability. If Executive’s employment hereunder is terminated because Executive becomes Permanently Disabled, then the Company shall pay to Executive:
(i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s termination of employment (the “Termination Date”) for periods through but not following his Separation From Service (as defined below) and (B) any accrued vacation pay earned by Executive, in each case, to the extent not theretofore paid (the “Accrued Obligation”), and such payment shall be paid within 30 days after the Termination Date;
(ii) a lump sum payment in cash equal to Executive’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid, and such payment shall be paid as follows:
(A) Subject to Section 7(b)(ii)(B), the Company shall pay Executive the amount specified in Section 7(b)(ii) 30 days following the date of Executive’s Separation From Service if he is not a Specified Employee (as defined below) or on the date that is six months following the date of his Separation From Service if he is a Specified Employee;
(B) In the event Executive’s employment is terminated because Executive becomes Permanently Disabled in a circumstance where Executive has incurred a Section 409A Disability (as defined below), the Company shall pay Executive the amounts specified in Sections 7(b)(ii) within 30 days after the date Executive incurs a Section 409A Disability;
(iii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(b), the “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board’s determination policies then in effect; provided that the bonus shall not be less than an amount equal to the Pro Rata Fraction times the positive difference between $1,000,000 and the Annual Salary, and such payment shall be paid (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Executive is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Executive’s Separation From Service if he is a Specified Employee; and In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year two years after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any Restricted Stock or Deferred Stock Units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year two years after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock or Deferred Stock Units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock or Deferred Stock Units agreements have been satisfied in full. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
(iv) Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s plans and policies and such amounts shall be paid in accordance with such plans and policies.
Appears in 1 contract
