Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive's employment by the Corporation during the Change in Control Period other than for Cause, or (ii) voluntary termination by the Executive of the Executive's employment for Good Reason upon a Change in Control: (i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the Executive's Target Bonus; (ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's family, until three years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the Executive no greater than that which the Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation's expense, with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; or
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Samples: Executive Employment Agreement (Celestica Inc), Executive Employment Agreement (Celestica Inc), Executive Employment Agreement (Celestica Inc)
Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive's ’s employment by the Corporation during the Change in Control Period other than for Cause, or (ii) voluntary termination by the Executive of the Executive's ’s employment for Good Reason upon a Change in Control:
(i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law): ):
(A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's ’s benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; ;
(B) a pro rated portion of the Executive's ’s Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and and
(C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the Executive's ’s Target Bonus; ;
(ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's ’s family, until three years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the Executive no greater than that which the Executive paid while employed, provided that the Executive's ’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's ’s participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation's ’s expense, with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; or
Appears in 2 contracts
Samples: Executive Employment Agreement (Celestica Inc), Executive Employment Agreement (Celestica Inc)
Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive's employment by the Corporation during the Change in Control Period other than for Cause, Cause or (ii) voluntary termination by the Executive of the Executive's employment for Good Reason upon a Change in Control:
(i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the Executive's Target Bonus; (ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's family, until three years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the Executive no greater than that which the Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation's expense, with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; or
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Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive's ’s employment by the Corporation during the Change in Control Period other than for Cause, Cause or (ii) voluntary termination by the Executive of the Executive's ’s employment for Good Reason upon a Change in ControlControl during the Change in Control Period:
(i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law): ):
(A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's ’s benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; ;
(B) a pro rated portion of the Executive's ’s Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and and
(C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the Executive's ’s Target Bonus; ;
(ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's ’s family, until three years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the Executive no greater than that which the Executive paid while employed, provided that the Executive's ’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's ’s participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation's ’s expense, with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; or
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Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive's employment by the Corporation during the Change in Control Period other than for Cause, Cause or (ii) voluntary termination by the Executive of the Executive's employment for Good Reason upon a Change in ControlControl during the Change in Control Period:
(i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the Executive's Target Bonus; ;
(ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's family, until three years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the Executive no greater than that which the Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation is barred, the Corporation shall arrange to provide the Executive, at the Corporation's expense, with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; oror (B) at the Executive's request, the Corporation will make a cash payment in an amount equal to the then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing three years and using as a discount rate the Corporation's cost of funds under its principal bank working capital credit lines) of such benefits for the three-year period following the Date of Termination;
(iii) all Options and Rights vest pursuant to section 10(a) hereof and shall be exercisable for the remainder of the term to expiry of each such Option or Right;
(iv) all unexercised ESPO Options granted to the Executive shall be exercisable until the earlier of a three year and thirty day period following the date of Termination and the ESPO Option's original date of expiry; and,
(v) all Performance-Contingent Options vest pursuant to section 10(b) hereof and shall be exercisable for the remainder of the term to expiry of each such Performance-Contingent Option.
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Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive's ’s employment by the Corporation during the Change in Control Period other than for Cause, or (ii) voluntary termination by the Executive of the Executive's ’s employment for Good Reason upon a Change in ControlControl during the Change in Control Period:
(i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law): ), within 60 days of the Date of Termination:
(A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits benefits, including the additional payments provided for in Section 6 of this Agreement, payable to the Executive through to and including the Date of Termination under the terms of the Corporation's ’s benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; ;
(B) a pro rated portion of the Executive's Target Bonus ’s annual bonus, determined on the basis of the expected financial results for the fiscal year in which the Date of Termination occurs, (with reference to and inclusion of personal performance factors but without reference to or inclusion of relative performance factors), calculated by multiplying (1) the Target Bonus bonus amount as so determined by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and and
(C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the Executive's Target Bonus; simple average of the annual bonus determined for the Executive for the three prior completed fiscal years of the Corporation;
(ii) (A) the Executive shall be entitled to receive, and the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and pay to the Executive's family, until three years after within 60 days of the Date of Termination, a cash payment which, on an after-tax basis, is in an amount equal to the then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing three years and using as a discount rate the Corporation’s cost of funds under its principal bank working capital credit lines) of all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination Termination, excluding the additional payments provided for in Section 6 of this Agreement, (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to and assuming costs paid by the Executive no greater than that which the Executive would have paid while employedemployed for the three-year period following the Date of Termination;
(iii) all Options and Rights vest pursuant to section 11(a) hereof and shall be exercisable for the remainder of the term to expiry of each such Option or Right;
(iv) all unvested and unexercised Performance-Contingent Options vest pursuant to section 11(b) hereof and shall be exercisable for the remainder of the term to expiry of each such Performance-Contingent Option;
(v) unvested RSUs which are not subject to performance conditions to vesting shall immediately fully vest in such event, provided that and RSUs which are subject to performance conditions as to vesting shall vest at the Executive's continued participation is possible under median (target) level of performance unless the general terms and provisions of such plans and programs. In Board resolution authorizing the event that the Executive's participation is barred, grant provides otherwise; and,
(vi) the Corporation shall arrange contribute to provide the Executive’s defined contribution pension plan and to its Supplementary Executive Retirement Plan with the Corporation an amount equal to the then estimated net present value (as determined by the Board acting reasonably, at assuming that the Executive would be employed by the Corporation for the ensuing three years and using as a discount rate the Corporation's expense, with benefits substantially similar to those which ’s cost of funds under its principal bank working capital credit lines) of the Corporation’s pension contributions for the Executive is entitled to receive under each such plans, programs or arrangements; orplan for the three year period following the Date of Termination.
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