Termination for Death or Disability. If Executive’s employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following: (i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 5 contracts
Samples: Executive Employment Agreement (Monopar Therapeutics), Executive Employment Agreement (Monopar Therapeutics), Executive Employment Agreement (Raptor Pharmaceutical Corp)
Termination for Death or Disability. If Executive’s employment Termination Date occurs during the Employment Period and is terminated due to a result of Executive’s death or permanent disability where Disability, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive’s death, Executive Executive’s estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Continuation Period (as defined below), provided, however, that any continuing payments to Executive under this subparagraph (c)(i) shall be reduced by the value of any benefits paid to Executive for the same period of time under any Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.-paid long-term disability income replacement coverage;
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s “qualified beneficiaries,” as defined in Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”)(“COBRA”) for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive’s Termination Date. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on Executive’s Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after the Termination Date.
Appears in 5 contracts
Samples: Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC)
Termination for Death or Disability. If Executive’s employment 's Termination Date occurs during the Employment Period and is terminated due to a result of Executive's death or permanent disability where Disability, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive's death, Executive Executive's estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s 's Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Company’s normal payroll policies, less applicable withholdings, with such installments to commence Continuation Period (as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.defined below);
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s 's "qualified beneficiaries," as defined in Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive's qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive's Termination Date. For purposes of this Agreement, the "Continuation Period" shall be the period commencing on Executive's Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)'s Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after the Termination Date.
Appears in 4 contracts
Samples: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)
Termination for Death or Disability. If Executive’s employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six one-and-a-half (61.5) consecutive months or 180 45 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA.
Appears in 3 contracts
Samples: Executive Employment Agreement (Monopar Therapeutics), Executive Employment Agreement (Monopar Therapeutics), Executive Employment Agreement (Monopar Therapeutics)
Termination for Death or Disability. If Executive’s employment Termination Date occurs during the Employment Period and is terminated due to a result of Executive’s death or permanent disability where Disability, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive’s death, Executive Executive’s estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Continuation Period (as defined below), provided, however, that any continuing payments to Executive under this subparagraph (c)(i) shall be reduced by the value of any benefits paid to Executive for the same period of time under any Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.-paid long-term disability income replacement coverage;
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s “qualified beneficiaries,” as defined in section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”)(“COBRA”) for the Continuation Period at a cost which is equal to that charged to similarly situated active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA and provided that such continuation of health benefits shall only be provided to Executive and Executive’s qualified beneficiaries while Executive and Executive’s qualified beneficiaries, as applicable, remain eligible for COBRA coverage;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units, stock appreciation rights and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive’s Termination Date. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on Executive’s Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after Executive’s Termination Date.
Appears in 3 contracts
Samples: Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC)
Termination for Death or Disability. If (a) Executive’s 's employment is terminated due to shall terminate immediately upon his death or permanent disability where Disability (as hereinafter defined). Upon such termination, Executive, his estate, or his beneficiaries, as the Company makes a determination in good faith thatcase may be, due shall be entitled to a mental or physical incapacityreceive, Executive has been unable to perform his duties and their sole remedies under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the followingbe:
(i) An amount equal subject to three (3) months Section 6(b), any earned and unpaid Salary accrued through the date of Executive’s Base Salary termination, payable in substantially equal installments a lump sum not later than 15 days following Executive's termination of employment;
(ii) subject to Section 6(b), compensation for any unused vacation days accrued in the fiscal year in which termination occurs through the date of termination, payable as in clause (i) of this Section 6(a);
(iii) any unpaid benefits accrued through the date of termination that may be due Executive under any employee benefit plans or programs of the Company, payable in accordance with the terms of such plans or programs, together with any documented, unreimbursed business expenses, payable in accordance with Company policies; and
(iv) provided that the Release in Exhibit I becomes fully effective and nonrevocable by its terms (which may be executed upon Executive's death or Disability by his executor or estate, as applicable) , any stock options, grants of Common Stock, restricted share grants or other benefits under any of the Company’s normal payroll policies, less applicable withholdings, with such installments to commence 's compensation plans that were vested as soon as administratively practicable following of 5:00 PM on the date the Release of Claims is not subject immediately prior to revocation and, in any event, within sixty (60) days following the date of termination, which may be exercised (in the Covered Terminationcase of options) or delivered (in the case of restricted stock) in accordance with the terms of such plans and any applicable plan agreements with Executive.
(iib) If For purposes of this Agreement, the term "Disability" shall mean any disability, illness, or other incapacity that prevents Executive (from performing services as contemplated by Section 2, for 60 or more consecutive days, or for 90 days in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRAany consecutive 12-month period. In such event, the Company shall directly payhave the right to terminate this Agreement upon 10 days' prior written notice to Executive. During the period of any such disability, illness, or reimburse Executive forincapacity, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary obligation of the date Company to pay Salary to Executive pursuant to Section 3 shall be reduced to the extent of Executive’s termination of employment any amount received by Executive pursuant to any disability insurance policy maintained and paid for by the Company, and (ii) no bonus compensation or other employee benefits shall accrue or be earned or count toward proration. Termination under this Section shall not prejudice any rights of Executive under disability policies being maintained by the date Company for Executive and Executive’s covered dependentsunder the terms of this Agreement, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.7
Appears in 2 contracts
Samples: Employment Agreement (Forward Industries, Inc.), Employment Agreement (Forward Industries, Inc.)
Termination for Death or Disability. If The Company may terminate Executive’s 's employment is terminated due to death or permanent for disability where in the Company makes a determination in good faith that, due to a mental or physical incapacity, event Executive has been unable to perform his material duties under this Agreement hereunder for a period of not less than six (6) consecutive months because of physical or 180 days in mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on Executive's death. In the aggregate in any 12-month periodevent Executive's employment with the Company terminates during the Employment Term by reason of Executive's death or a Disability Termination, Executive shall receive then upon the following:
date of such termination, (i) An amount equal the Stock Option and all other stock option or equity grants to three (3) months of Executive’s Base Salary payable Executive shall vest in substantially equal installments in accordance with the Company’s normal payroll policiesfull so as to become fully exercisable, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If the Company shall promptly pay and provide Executive (or in the event of Executive's death, his designeeExecutive's estate) elects to receive continued healthcare coverage pursuant (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) any unpaid bonus accrued with respect to the provisions fiscal year ending on or preceding the date of COBRAtermination, (C) reimbursement for any unreimbursed expenses incurred through the date of termination and (D) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts which may become due under Sections 6, 9 and 10 hereof (collectively, items under (ii) are referred to as "Accrued Benefits"), and (iii) the Company shall directly paypay to Executive at the time other senior executives are paid under any Variable Pay Plan or cash bonus or long term incentive plan, or reimburse a pro-rata bonus equal to the amount Executive for, would have received if employment continued (without any discretionary cutback) multiplied by a fraction where the premium for Executive and Executive’s covered dependents through numerator is the earlier number of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases days in each respective bonus period prior to Executive's termination and the expiration denominator is the number of days in the bonus period of continuation coverage to be, exempt from (the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5"Prorated Bonus"), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 2 contracts
Samples: Employment Agreement (ECOLOMONDO Corp INC.), Employment Agreement (ECOLOMONDO Corp INC.)
Termination for Death or Disability. If Executive’s employment this Agreement is terminated due to the Executive’s death or permanent disability where Disability, then the Company makes a determination in good faith thatwill pay the Executive (or the Executive’s estate and/or beneficiaries, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6as the case may be) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of all accrued, but unpaid, wages based on the Executive’s then current Base Salary payable in substantially equal installments Salary, through the termination date; (ii) all earned and accrued but unpaid bonuses prorated to the date of the Executive’s death or Disability; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s normal payroll policiespolicies by the Executive (or by the Executive’s guardian, less applicable withholdingsthe Executive’s estate and/or beneficiaries, with such installments as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to commence as soon as administratively practicable following the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Release Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of Claims is not subject monthly employer contribution that the Company made to revocation andan issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any eventnon-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or Executive’s termination date, with the payment date determined by the Company in its sole discretion. Additionally, notwithstanding anything to the contrary in the event Incentive Plan or any award agreement, upon the expiration of deaththe Term as a result of Executive’s Death or Disability, his designee) elects to receive continued healthcare coverage all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the provisions Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of COBRAdoubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall directly pay, or reimburse have no other obligations to the Executive forunder this Agreement; however, the premium for Executive shall continue to be bound by Section 10 and Executive’s covered dependents through all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependentsthis Agreement, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are as provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAherein.
Appears in 2 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Termination for Death or Disability. If Executive’s 's employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s 's Base Salary payable in substantially equal installments in accordance with the Company’s 's normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s 's covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5l.409A-l(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii4.l(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA.
Appears in 2 contracts
Samples: Executive Employment Agreement (Monopar Therapeutics), Executive Employment Agreement (Monopar Therapeutics)
Termination for Death or Disability. If the Executive’s employment is terminated during the Term due to the Executive’s death or permanent disability where by the Company makes a determination in good faith that, due to a mental the Executive’s Disability, then the Company will pay the Executive (or physical incapacitythe Executive’s estate and/or beneficiaries, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6as the case may be) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of all accrued, but unpaid, wages based on the Executive’s then current Base Salary payable in substantially equal installments Salary, through the termination date; (ii) any earned but unpaid bonus relating to the year prior to the termination date; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s normal payroll policiespolicies by the Executive (or by the Executive’s guardian, less applicable withholdingsthe Executive’s estate and/or beneficiaries, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, case may be) within sixty (60) business days following of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of such amounts under subparagraphs (i), (ii), (iii) (with respect to reimbursement requests submitted prior to the termination date), and (iv) shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within thirty (30) business days after the Executive’s termination date; provided that with respect to those reimbursement requests submitted after the termination date, the payment date will be determined by the Company in its sole discretion, subject to Section 9 hereof. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, if the Executive’s employment is terminated during the Term due to the Executive’s death or by the Company due to the Executive’s Disability, the Executive shall be entitled to vest in a prorated portion of his outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), without any action by the Board or any committee thereof. The prorated portion of each award (or each tranche of each award, if the award vests in installments) that will vest will be equal to the product of (a) multiplied by (b), where (a) equals (1) with respect to awards subject only to service-based vesting conditions, the total number of shares or units subject to the award (or to each tranche of the award, if the award vests in installments) that remain unvested as of the date of the Covered Termination.
Executive’s termination, and (ii2) If with respect to awards with performance-based vesting conditions, the total number of unvested shares or units that would have vested based on actual performance through the applicable performance period had the Executive remained employed (determined separately with respect to each tranche of an award that vests in installments), and (b) is a fraction, the numerator of which is the number of days during the applicable Vesting Period (as that term is defined below) that the Executive was employed, and the denominator of which is the total number of days in the Vesting Period. For this purpose, the “Vesting Period” means the total number of days between the grant date (or the vesting commencement date, if it precedes the grant date) and the date the award (or the applicable tranche thereof, if the award vests in installments) would vest assuming the applicable service and/or performance conditions are satisfied (disregarding for this purpose any provisions that could result in accelerated vesting). With respect to awards that vest in installments, the Vesting Period shall be determined separately with respect to each such installment or tranche. Awards with only service-based vesting conditions will vest (and, as applicable, be settled or become exercisable) as of the date of the Executive’s termination. Awards with performance-based vesting conditions will vest (and, as applicable, be settled or become exercisable), if at all, at the same time the award would have vested had the Executive’s employment not terminated. For example, if an award of 300 restricted stock units granted on January 1st vests based on continued services in equal 1/3 installments on each anniversary of the grant date, and the Executive’s employment terminates on the 18 month anniversary of the grant date, the Executive would vest, on his date of termination, in 125 (75% of the second installment and 50% of the third installment) of the remaining 200 unvested restricted stock units, and the remaining 75 restricted stock units would be forfeited. If the same grant had contained performance-based vesting conditions applicable to each installment, the Executive would vest in 75% of the number of units earned with respect to the second installment and 50% of the number of restricted stock units earned with respect to the third installment, with the number of units earned being based on actual performance during the second and third years, respectively, and with the restricted stock units vesting and being settled on each of the dates the award would have vested and been settled on or following the second and third anniversaries of the grant date had the Executive’s employment not terminated. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3, provided such early settlement would not result in taxation under Section 409A and subject to any previous legally binding deferral election or contrary payment date provided for in the event of death, his designeeapplicable award agreement regarding such units. Except as provided in Section 10.2(e) elects to receive continued healthcare coverage pursuant to the provisions of COBRAand Section 11, the Company shall directly pay, or reimburse have no other obligations to the Executive forunder this Agreement; however, the premium for Executive shall continue to be bound by Section 10 and Executive’s covered dependents through all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependentsthis Agreement, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are as provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAherein.
Appears in 2 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Termination for Death or Disability. If Executive’s employment is terminated due to death Executive dies or permanent disability where becomes disabled during the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under Term of this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodAgreement, Executive shall be entitled to receive the followingpayments and benefits described in Sections 6.4.3(a) and (b) at the dates specified therein:
(ia) An amount equal to three Within ten (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (6010) days following after the date of the Covered Termination.
Termination Date (ii) If Executive (or provided that in the event of deaththat such ten-day period begins in one taxable year and ends in the subsequent taxable year for the Executive, his designee) elects to receive continued healthcare coverage pursuant payment shall be made in the subsequent taxable year on or prior to the provisions end of COBRAthe ten-day period), the Company shall directly paypay to Executive, at such times as such compensation would have been payable but for such Executive’s death or reimburse disability, amounts equal in the aggregate to (i) the amount of annual salary payable to Executive forfrom the Termination Date through December 31, 2014 plus (ii) any deferred bonuses earned by Executive but not paid by the premium Company as of the Termination Date, less any required deductions for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings, including benefit deductions.
(b) In the event Executive timely makes an election under Sections 601 through 607 of Executive Retirement Income Security Act of 1974, as amended (commonly known as COBRA) to qualify to continue to receive health benefits coverage for Executive and Executive’s his dependents under the same plan(s) or arrangement(s) under which Executive was covered dependents through immediately before his termination of employment, as such plan(s) or arrangement(s) provided by the Company or any of its subsidiaries thereafter may change or be amended from time to time, for until the earlier of (i) the three later of (3A) month anniversary the date that is six (6) months after the Termination Date or (B) the expiration of the date of Executive’s termination of employment and Term, or (ii) the date Executive and becomes covered under any other group health plan or group disability plan (as the case may be) not maintained by the Company or any of its subsidiaries, the Company shall reimburse Executive for all payments made by Executive for such COBRA benefits; provided, however, that if such other group health plan excludes any pre-existing condition that Executive or Executive’s covered dependents, if any, become eligible for healthcare dependents may have when coverage under another employer’s plan(s). Notwithstanding such group health plan would otherwise begin, the foregoing, Company shall continue to reimburse Executive for COBRA payments with respect to such pre-existing condition until the earlier of (A) the date that such exclusion under such other group health plan lapses or expires or (B) the period described in clause (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii6.4.3(b), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 2 contracts
Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
Termination for Death or Disability. If In addition to the amounts payable and benefits provided under Section 6.6.1, if Executive dies or the Company terminates Executive’s employment is terminated due to death or permanent disability where Executive becoming Disabled during the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodTerm, Executive shall be entitled to receive the followingpayments and benefits described in Section 6.6.3(a) – (c) at the dates specified therein:
(ia) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following On the date the Release of Claims that is not subject to revocation and, in any event, within sixty (60) days following after the date of the Covered Termination.
Separation from Service (ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRAas defined below), the Company shall directly paypay to Executive a lump-sum payment equal in the aggregate to (i) the amount of annual salary payable to Executive from the Termination Date through the expiration of the then-applicable Term (in the absence of the applicable termination of employment) plus (ii) any deferred bonuses earned by Executive but not paid by the Company as of the Termination Date, less any required deductions for Social Security, state, federal and local withholding taxes, and any other authorized or reimburse Executive formandated similar withholdings, including benefit deductions.
(b) All of Executive’s unvested equity awards, including, without limitation, the premium Option and all restricted stock grants and stock options granted under the EIP, shall immediately vest in full on the Termination Date and any such stock options shall remain exercisable in accordance with their terms (but in no event other than expiration at the end of the original term thereof shall Executive (or his estate or legal guardian, as applicable) receive less than thirty (30) days following the Termination Date to exercise vested options).
(c) In the event Executive (or his estate or legal guardian, as applicable) timely makes an election under COBRA to continue to receive health benefits coverage for Executive and Executive’s and/or his dependents under the same plan(s) or arrangement(s) under which Executive was covered dependents through immediately before his termination of employment, as such plan(s) or arrangement(s) provided by Parent or any of its subsidiaries thereafter may change or be amended from time to time, for the period from the Termination Date until the earlier of (i) the three later of (3) month anniversary of the date of Executive’s termination of employment and (iiA) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding that is six (6) months after the foregoing, Termination Date or (iB) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from then-applicable Term (in the application of Section 409A absence of the Code under Treasury Regulation Section 1.409A-1(a)(5applicable termination of employment), or (ii) the date Executive becomes covered under any other group health plan not maintained by Parent or any of its subsidiaries that provides equivalent benefits at comparable cost to Executive, the Company is shall reimburse Executive for all payments made by Executive for such COBRA benefits; provided, however, that if such other group health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such group health plan would otherwise unable to begin, the Company shall continue to cover reimburse Executive for COBRA payments with respect to such pre-existing condition until the earlier of (x) the date that such exclusion under its such other group health plans without penalty under applicable law plan lapses or expires or (including without limitation, Section 2716 y) the period described in clause (i) of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii6.6.3(c), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 2 contracts
Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
Termination for Death or Disability. If Executive’s employment this Agreement is terminated due to the Executive’s death or permanent disability where Disability, then the Company makes a determination in good faith thatwill pay the Executive (or the Executive’s estate and/or beneficiaries, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6as the case may be) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of all accrued, but unpaid, wages based on the Executive’s then current Base Salary payable in substantially equal installments Salary, through the termination date; (ii) all earned and accrued but unpaid bonuses prorated to the date of the Executive’s death or Disability; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s normal payroll policiespolicies by the Executive (or by the Executive’s guardian, less applicable withholdingsthe Executive’s estate and/or beneficiaries, with such installments as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to commence as soon as administratively practicable following the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Release Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of Claims is not subject monthly employer contribution that the Company made to revocation andan issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any eventnon-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or Executive’s termination date, with the payment date determined by the Company in its sole discretion. Additionally, notwithstanding anything to the contrary in the event Incentive Plan or any award agreement, upon the expiration of deaththe Term as a result of Executive’s Death or Disability, his designee) elects to receive continued healthcare coverage all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the provisions Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of COBRAdoubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3 subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall directly pay, or reimburse have no other obligations to the Executive forunder this Agreement; however, the premium for Executive shall continue to be bound by Section 10 and Executive’s covered dependents through all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependentsthis Agreement, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are as provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAherein.
Appears in 1 contract
Samples: Employment Agreement (Trade Street Residential, Inc.)
Termination for Death or Disability. If Executive’s employment Termination Date occurs during the Employment Period and is terminated due to a result of Executive’s death or permanent disability where Disability, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive’s death, Executive Executive’s estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Continuation Period (as defined below), provided, however, that any continuing payments to Executive under this subparagraph (c)(i) shall be reduced by the value of any benefits paid to Executive for the same period of time under any Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.-paid long-term disability income replacement coverage;
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s “qualified beneficiaries,” as defined in section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”)(“COBRA”) for the Continuation Period at a cost which is equal to that charged to similarly-situated active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA and provided that such continuation of health benefits shall only be provided to Executive and Executive’s qualified beneficiaries while Executive and Executive’s qualified beneficiaries, as applicable, remain eligible for COBRA coverage;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units, stock appreciation rights and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive’s Termination Date. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on Executive’s Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. Lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after Executive’s Termination Date.
Appears in 1 contract
Samples: Employment Agreement (iPCS, INC)
Termination for Death or Disability. If Executive’s employment is terminated due to with the Company and its subsidiaries terminates on account of Executive’s death or permanent disability where the Company makes a determination in good faith that, absence from work due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement disability for a period in excess of not less than six ninety (690) consecutive months or 180 days in the aggregate in any 12twelve-month periodperiod that qualifies for benefits under the Company’s long-term disability program (“Disability”), Executive shall will receive from the followingCompany:
(i) An amount equal Continuation coverage under the terms of the Company medical benefit plan pursuant to three (3) months of COBRA for Executive and/or Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policieseligible dependents, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of timely electing COBRA coverage. For one year from the date of Executive’s termination of employment and (ii) the date Executive and Company will pay directly on Executive’s covered dependents, if any, become eligible for healthcare behalf the COBRA premiums (at the coverage under another employerlevels in effect immediately prior to Executive’s plan(stermination). Notwithstanding the foregoingpreceding sentence, (i) if any plan pursuant to which such benefits are provided is notthe Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or ceases prior being subject to the expiration of the period of continuation coverage to bean excise tax under, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including including, without limitation, Section 2716 of the Public Health Service Act), then, the Company will in either case, lieu thereof provide to Executive a taxable lump sum cash payment in an amount equal to each remaining Company subsidy shall thereafter the product of (x) twelve (12), multiplied by (y) the monthly COBRA premium that Executive otherwise would be paid to Executive in substantially equal monthly installments. After the Company ceases required to pay premiums pursuant to continue the group health coverage for Executive and Executive’s eligible dependents, as applicable, as in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payment will be made regardless of whether Executive elects COBRA continuation coverage. For the avoidance of doubt, the taxable payment in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.
(ii) One hundred percent (100%) of Executive’s outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock will become vested. In the case of a termination for Disability, vesting under this Section 4.1(b)(ii), Executive may, if eligible, elect 3(e) will be subject to continue healthcare coverage at Executive’s expense in accordance compliance with Section 4 and the other provisions of COBRAthis Agreement.
Appears in 1 contract
Samples: Change of Control and Severance Agreement (Nuance Communications, Inc.)
Termination for Death or Disability. If Executive’s 's employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s 's Base Salary payable in substantially equal installments in accordance with the Company’s 's normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company Compan:Y shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s 's covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5l.409A-l(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii4.l(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA.
Appears in 1 contract
Samples: Executive Employment Agreement (Monopar Therapeutics)
Termination for Death or Disability. If this Agreement and Executive’s employment is are terminated due to by death or permanent disability where because of Disability pursuant to Section 4.2, Hasbro shall pay to Executive’s estate or to Executive, as the Company makes case may be, the compensation which would otherwise be payable to Executive up to the end of the month in which the termination of Executive’s employment because of death or Disability occurs, plus Hasbro shall pay Executive (or his estate, if applicable) an amount equal to the annual management incentive plan bonus that would have been otherwise payable to Executive for the fiscal year in which termination of employment occurs based on the actual performance of Hasbro for such year, and assuming Executive’s employment had not terminated prior to the payment date for such bonus, multiplied by a determination fraction, the numerator of which is the number of days elapsed in good faith thatthe fiscal year of termination of employment through the date of such termination, due and the denominator of which is 365 (the “Pro-Rata Bonus”), which amount shall be payable to a mental Executive at its regularly scheduled payment date. The PSU's granted under the Retention Grant shall become vested as provided below, without proration. In the event of the termination of Executive's employment for death, the Retention Grant PSU’s shall vest at target, whereas in the event of termination for Disability, vesting shall be based on achievement of the applicable targets during the full relevant Performance Period, as defined under the PSU. All other stock options, restricted stock, restricted stock units, contingent performance share awards and performance share unit awards (each, an “Award”) granted to Executive shall vest on death or physical incapacityDisability in accordance with the relevant agreements and plans, provided that if any such Award consists of unvested contingent stock performance or performance share unit award (including, for the avoidance of doubt and as set forth above, the PSU’s granted under the Retention Grant in the event of the termination of Executive’s employment for Disability), Executive has shall be entitled to the number of shares of common stock, if any, that would have been unable earned (had Executive’s employment not ended) based on achievement of the applicable targets during the full relevant Performance Period (as defined under the Award). All shares to perform be distributed pursuant to any of the foregoing awards, if any (other than options), shall be provided to Executive or his duties estate, as applicable, within thirty (30) days after the evaluation of the applicable Performance Period is completed (or, if actual performance is not relevant to any vesting determination, at such earlier time as otherwise provided under this Agreement the terms of the relevant agreements or plans), and the stock options shall remain exercisable in accordance with the relevant agreements and plans (provided that the stock options shall remain exercisable for a period of one year, but not less longer than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A original maximum term of the Code under Treasury Regulation Section 1.409A-1(a)(5stock option), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 1 contract
Samples: Employment Agreement (Hasbro Inc)
Termination for Death or Disability. If Executive’s employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his her duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three six (36) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his her designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three six (36) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 1 contract
Samples: Executive Employment Agreement (Raptor Pharmaceutical Corp)
Termination for Death or Disability. If This Agreement shall terminate automatically upon the Executive’s employment is death and may be terminated due by the Bank upon the Executive’s Disability pursuant to death Section 1(d).
(a) Upon a termination by reason of the Executive’s Disability, the Bank shall pay to the Executive or permanent disability where his beneficiaries, as the Company makes a determination in good faith thatcase may be, due (i) any compensation or other obligations accrued for periods prior to a mental or physical incapacitythe Date of Termination, Executive has been unable to perform his duties under this all of which shall be paid within Amended and Restated Employment Agreement for a period (BUFSB) Xxxxxxxx X. Xxxxx thirty (30) days after the Date of not less than Termination, and (ii) six (6) consecutive months of Base Salary, all of which shall be paid in installments consistent with the Bank’s payroll practice for executives, and shall implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Bank and the Executive hereby stipulate that the payment and delivery of the amounts specified in clause (ii) above are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or 180 days committee member with respect to the Bank or any of its Affiliates, the execution of the agreement and full release by the Executive in favor of the aggregate Bank, releasing all then existing claims against the Bank, under this Agreement, related to Executive’s employment, or otherwise, to the full extent permitted by law, and the Executive’s compliance with all provisions of this Agreement, including Section 8. Such agreement and general release shall be in any 12-month period, Executive a form substantially similar to that attached hereto as Attachment A. Any disputes shall receive the following:be resolved by arbitration as provided in Section 22.
(ib) An amount equal If Termination is due to three the death of the Executive, the Bank shall, within thirty (330) months days after the Date of Termination, pay to the Executive’s estate or beneficiaries, as the case may be, any unpaid Base Salary payable Salary, Annual Bonus and benefits accrued for periods prior to the Date of Termination, or, if an alternative beneficiary is designated in substantially equal installments proper legal form, the payments and benefits shall be paid to said designated beneficiary. The Bank shall implement the provisions for the Executive’s Vested Benefits as of the Date of Termination, and the life insurance proceeds from the group policies described in this Agreement shall be paid in accordance with and subject to the Company’s normal payroll terms of such policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through personal representative or such other persons as the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, may have designated in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAwriting.
Appears in 1 contract
Termination for Death or Disability. If In addition to the amounts payable and benefits provided under Section 6.6.1, if Executive dies or the Company terminates Executive’s employment is terminated due to death or permanent disability where Executive becoming Disabled during the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodTerm, Executive shall be entitled to receive the followingpayments and benefits described in Section 6.6.3(a) – (c) at the dates specified therein:
(ia) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following On the date the Release of Claims that is not subject to revocation and, in any event, within sixty (60) days following after the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRASeparation from Service, the Company shall directly paypay to Executive a lump-sum payment equal to the aggregate amount of annual salary payable to Executive from the Termination Date through the expiration of the then-applicable Term (in the absence of the applicable termination of employment). In addition, Executive shall be entitled to receive the Pro-Rated Bonus, which amount shall be paid at the same time annual bonuses for the applicable year would normally be paid to other senior executive officers of the Company.
(b) All of Executive’s unvested equity awards, including, without limitation, all restricted stock grants, restricted stock units and stock options, shall immediately vest in full on the Termination Date and any such stock options shall remain exercisable in accordance with their terms (but in no event other than by expiration at the end of the original term thereof shall Executive (or reimburse his estate or legal guardian, as applicable) receive less than thirty (30) days following the Termination Date to exercise vested options). With respect to each award of unvested performance-based restricted stock, performance-based restricted stock units and performance stock units, for purposes of this Section 6.6.3(b), performance with respect to any performance period shall be deemed achieved (i) at target level in the event the Termination Date occurs prior to end of any current or future performance period for such award or (ii) based on actual achievement in the event the Termination Date occurs on or after the end of any performance period for such award.
(c) In the event Executive for(or his estate or legal guardian, the premium as applicable) timely makes an election under COBRA to continue to receive health benefits coverage for Executive and Executive’s and/or his dependents under the same plan(s) or arrangement(s) under which Executive was covered dependents through immediately before his termination of employment, as such plan(s) or arrangement(s) provided by Parent or any of its subsidiaries thereafter may change or be amended from time to time, for the period from the Termination Date until the earlier of (i) the three later of (3) month anniversary of the date of Executive’s termination of employment and (iiA) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding that is six (6) months after the foregoing, Termination Date or (iB) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from then-applicable Term (in the application of Section 409A absence of the Code under Treasury Regulation Section 1.409A-1(a)(5applicable termination of employment), or (ii) the date Executive becomes covered under any other group health plan not maintained by Parent or any of its subsidiaries that provides equivalent benefits at comparable cost to Executive, the Company is shall reimburse Executive for all payments made by Executive for such COBRA benefits; provided, however, that if such other group health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such group health plan would otherwise unable to begin, the Company shall continue to cover reimburse Executive for COBRA payments with respect to such pre-existing condition until the earlier of (x) the date that such exclusion under its such other group health plans without penalty under applicable law plan lapses or expires or (including without limitation, Section 2716 y) the period described in clause (i) of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii6.6.3(c), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 1 contract
Termination for Death or Disability. If This Agreement shall terminate automatically upon the Executive’s employment is death and may be terminated due to death or permanent disability where by the Company makes upon the Executive’s Disability pursuant to Section 1(d). Xxxxx X. Xxxxxx Employment Agreement-BUFC October 24, 2005
(a) Upon a determination in good faith thattermination by reason of the Executive’s Disability, due the Company (i) shall pay to a mental the Executive or physical incapacityhis beneficiaries, Executive has been unable as the case may be, any compensation or other obligations accrued for periods prior to perform his duties under this Agreement for a period the Date of not less than Termination, all of which shall be paid within thirty (30) days after the Date of Termination, plus six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s Base Salary payable Salary, which shall be paid in substantially equal installments in accordance consistent with the Company’s normal payroll policiespractice for executives, less applicable withholdings, with such installments to commence and (ii) shall implement the provisions for the Executive’s Vested Benefits as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Date of Termination. The Company and the Executive hereby stipulate that the payment and delivery of the six (6) months of Base Salary amounts specified in this paragraph (but not the accrued obligations or Vested Benefits) are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company or any of its affiliates, the execution of a severance agreement and full release by the Executive in favor of the Company, releasing all then existing claims against the Company, under this Agreement, related to Executive’s employment, or otherwise, to the full extent permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 8. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A. Any disputes shall be resolved by arbitration as provided in Section 23.
(iib) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant Termination is due to the provisions death of COBRAthe Executive, the Company shall directly payshall, within thirty (30) days after the Date of Termination, pay to the Executive’s estate or reimburse Executive forbeneficiaries, as the case may be, any compensation or other obligations accrued for periods prior to the Date of Termination, or, if an alternative beneficiary is designated in proper legal form, the premium for Executive payments and Executive’s covered dependents through the earlier of benefits shall be paid to said designated beneficiary. In addition, (i) the three (3) month anniversary life insurance proceeds from the group policies and any term life policy described in Section 4.2 of this Agreement shall be paid to the date of Executive’s termination of employment personal representative or such other persons as the Executive may have designated in writing, and (ii) the date Executive and Company shall implement the provisions for the Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration other Vested Benefits as of the period Date of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRATermination.
Appears in 1 contract
Termination for Death or Disability. If Executive’s employment Termination Date occurs during the Employment Period and is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months result of Executive’s Base Salary payable death or Disability (as defined in substantially equal installments Section 5(f) below), then, except as described in accordance with Section 5(a) or as agreed in writing between Executive and the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of Executive’s death, his designeeExecutive’s estate) elects to receive continued healthcare coverage pursuant shall be entitled to the provisions following:
i. continuing payments of COBRA, Executive’s Annual Base Salary (payable in accordance with Section 4(a)) for the Company shall directly pay, or reimburse Executive for, the premium Continuation Period (as defined below);
ii. continuation of health benefits for Executive and Executive’s “qualified beneficiaries,” as defined in Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA;
iii. immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive; and
iv. a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive’s Termination Date. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on Executive’s Termination Date and ending on the earlier of (iA) the three (3) 18-month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this Section 5(c) shall be made no later than 15 days after the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (iPCS, INC)
Termination for Death or Disability. If In addition to the amounts payable and benefits provided under Section 6.6.1, if Executive dies or the Company terminates Executive’s employment is terminated due to death or permanent disability where Executive becoming Disabled during the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodTerm, Executive shall be entitled to receive the followingpayments and benefits described in Section 6.6.3(a) – (c) at the dates specified therein:
(ia) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following On the date the Release of Claims that is not subject to revocation and, in any event, within sixty (60) days following after the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRASeparation from Service, the Company shall directly paypay to Executive a lump-sum payment equal to the aggregate amount of annual salary payable to Executive from the Termination Date through the expiration of the then-applicable Term (in the absence of the applicable termination of employment). In addition, or reimburse Executive forshall be entitled to receive the Pro-Rated Bonus, which amount shall be paid at the same time annual bonuses for the applicable year would normally be paid to other senior executive officers of the Company.
(b) All of Executive’s unvested equity awards, including, without limitation, the premium Restricted Shares, PSUs and all other restricted stock grants, restricted stock units, performance stock units and stock options, shall immediately vest in full on the Termination Date and any such stock options shall remain exercisable in accordance with their terms (but in no event other than by expiration at the end of the original term thereof shall Executive (or his estate or legal guardian, as applicable) receive less than thirty (30) days following the Termination Date to exercise vested options). With respect to each award of unvested performance-based restricted stock, performance-based restricted stock units and performance stock units, for purposes of this Section 6.6.3(b), performance with respect to any performance period shall be deemed achieved (i) at target level in the event the Termination Date occurs prior to end of any current or future performance period for such award or (ii) based on actual achievement in the event the Termination Date occurs on or after the end of any performance period for such award.
(c) In the event Executive (or his estate or legal guardian, as applicable) timely makes an election under COBRA to continue to receive health benefits coverage for Executive and Executive’s and/or his dependents under the same plan(s) or arrangement(s) under which Executive was covered dependents through immediately before his termination of employment, as such plan(s) or arrangement(s) provided by Parent or any of its subsidiaries thereafter may change or be amended from time to time, for the period from the Termination Date until the earlier of (i) the three later of (3) month anniversary of the date of Executive’s termination of employment and (iiA) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding that is six (6) months after the foregoing, Termination Date or (iB) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from then-applicable Term (in the application of Section 409A absence of the Code under Treasury Regulation Section 1.409A-1(a)(5applicable termination of employment), or (ii) the date Executive becomes covered under any other group health plan not maintained by Parent or any of its subsidiaries that provides equivalent benefits at comparable cost to Executive, the Company is shall reimburse Executive for all payments made by Executive for such COBRA benefits; provided, however, that if such other group health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such group health plan would otherwise unable to begin, the Company shall continue to cover reimburse Executive for COBRA payments with respect to such pre-existing condition until the earlier of (x) the date that such exclusion under its such other group health plans without penalty under applicable law plan lapses or expires or (including without limitation, Section 2716 y) the period described in clause (i) of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii6.6.3(c), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 1 contract
Termination for Death or Disability. If This Agreement shall terminate automatically upon the Executive’s employment is death and may be terminated due by the Bank upon the Executive’s Disability pursuant to death Section 1(d). Amended and Restated Employment Agreement (BUFC) Xxxxxxxx X. Xxxxx
(a) Upon a termination by reason of the Executive’s Disability, the Bank shall pay to the Executive or permanent disability where his beneficiaries, as the Company makes a determination in good faith thatcase may be, due (i) any compensation or other obligations accrued for periods prior to a mental or physical incapacitythe Date of Termination, Executive has been unable to perform his duties under this Agreement for a period all of not less than which shall be paid within thirty (30) days after the Date of Termination, and (ii) six (6) consecutive months of Base Salary, all of which shall be paid in installments consistent with the Bank’s payroll practice for executives, and shall implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Bank and the Executive hereby stipulate that the payment and delivery of the amounts specified in clause (ii) above are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or 180 days committee member with respect to the Bank or any of its Affiliates, the execution of a the agreement and full release by the Executive in favor of the aggregate Bank, releasing all then existing claims against the Bank, under this Agreement, related to Executive’s employment, or otherwise, to the full extent permitted by law, and the Executive’s compliance with all provisions of this Agreement, including Section 8. Such agreement and general release shall be in any 12-month period, Executive a form substantially similar to that attached hereto as Attachment A. Any disputes shall receive the following:be resolved by arbitration as provided in Section 21.
(ib) An amount equal If Termination is due to three the death of the Executive, the Bank shall, within thirty (330) months days after the Date of Termination, pay to the Executive’s estate or beneficiaries, as the case may be, any unpaid Base Salary payable Salary, Annual Bonus and benefits accrued for periods prior to the Date of Termination, or, if an alternative beneficiary is designated in substantially equal installments proper legal form, the payments and benefits shall be paid to said designated beneficiary. The Company shall implement the provisions for the Executive’s Vested Benefits as of the Date of Termination, and the life insurance proceeds from the group policies described in this Agreement shall be paid in accordance with and subject to the Company’s normal payroll terms of such policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through personal representative or such other persons as the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, may have designated in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAwriting.
Appears in 1 contract
Termination for Death or Disability. If Executive’s employment 's Termination Date occurs during the Employment Period and is terminated due to a result of Executive's death or permanent disability where Disability, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive's death, Executive Executive's estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s 's Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Company’s normal payroll policies, less applicable withholdings, with such installments to commence Continuation Period (as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.defined below);
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s 's "qualified beneficiaries," as defined in Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive's and her qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive's Termination Date. For purposes of this Agreement, the "Continuation Period" shall be the period commencing on Executive's Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)'s Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Ipcs Inc)
Termination for Death or Disability. If Executive’s employment Termination Date occurs during the Employment Period and is terminated due to a result of Executive’s death or permanent disability where Disability (as defined in paragraph 5(f) below), then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive’s death, Executive Executive’s estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Company’s normal payroll policies, less applicable withholdings, with such installments to commence Continuation Period (as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.defined below);
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s “qualified beneficiaries,” as defined in Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive’s Termination Date. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on Executive’s Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Ipcs Inc)
Termination for Death or Disability. If Executive’s employment is terminated due to with the Company and its subsidiaries terminates on account of Executive’s death or permanent disability where the Company makes a determination in good faith that, absence from work due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement disability for a period in excess of not less than six ninety (690) consecutive months or 180 days in the aggregate in any 12twelve-month periodperiod that qualifies for benefits under the Company’s long-term disability program (“Disability”), Executive shall will receive from the followingCompany:
(i) An amount equal Continuation coverage under the terms of the Company medical benefit plan pursuant to three (3) months of COBRA for Executive and/or Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policieseligible dependents, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of timely electing COBRA coverage. For one year from the date of Executive’s termination of employment and (ii) the date Executive and Company will pay directly on Executive’s covered dependents, if any, become eligible for healthcare behalf the COBRA premiums (at the coverage under another employerlevels in effect immediately prior to Executive’s plan(stermination). Notwithstanding the foregoingpreceding sentence, (i) if any plan pursuant to which such benefits are provided is notthe Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or ceases prior being subject to the expiration of the period of continuation coverage to bean excise tax under, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including including, without limitation, Section 2716 of the Public Health Service Act), then, the Company will in either case, lieu thereof provide to Executive a taxable lump sum cash payment in an amount equal to each remaining Company subsidy shall thereafter the product of (x) twelve (12), multiplied by (y) the monthly COBRA premium that Executive otherwise would be paid to Executive in substantially equal monthly installments. After the Company ceases required to pay premiums pursuant to continue the group health coverage for Executive and Executive’s eligible dependents, as applicable, as in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payment will be made regardless of whether Executive elects COBRA continuation coverage. For the avoidance of doubt, the taxable payment in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.
(ii) one hundred percent (100%) of Executive’s outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock will become vested. In the case of a termination for Disability, vesting under this Section 4.1(b)(ii), Executive may, if eligible, elect 3(e) will be subject to continue healthcare coverage at Executive’s expense in accordance compliance with Section 4 and the other provisions of COBRAthis Agreement.
Appears in 1 contract
Samples: Change of Control and Severance Agreement (Nuance Communications, Inc.)
Termination for Death or Disability. If This Agreement shall terminate automatically upon the Executive’s employment is death and may be terminated due by the Bank upon the Executive’s Disability pursuant to death Section 1(d). Xxxxx X. Xxxxxx Employment Agreement-BU, FSB October 24, 2005
(a) Upon a termination by reason of the Executive’s Disability, the Bank (i) shall pay to the Executive or permanent disability where his beneficiaries, as the Company makes a determination in good faith thatcase may be, due any compensation or other obligations accrued for periods prior to a mental or physical incapacitythe Date of Termination, Executive has been unable to perform his duties under this Agreement for a period all of not less than which shall be paid within thirty (30) days after the Date of Termination, plus six (6) consecutive months or 180 days of Base Salary, which shall be paid in installments consistent with the aggregate in any 12-month periodBank’s payroll practice for executives, and (ii) shall implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Bank and the Executive shall receive hereby stipulate that the following:
payment and delivery of the six (i) An amount equal to three (36) months of Base Salary amounts specified in this paragraph (but not the accrued obligations or Vested Benefits) are conditioned upon the Executive’s Base Salary payable resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank or any of its affiliates, the execution of a severance agreement and full release by the Executive in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date favor of the Covered TerminationBank, releasing all then existing claims against the Bank, under this Agreement, related to Executive’s employment, or otherwise, to the full extent permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 8. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A. Any disputes shall be resolved by arbitration as provided in Section 23.
(iib) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant Termination is due to the provisions death of COBRAthe Executive, the Company shall directly payBank shall, within thirty (30) days after the Date of Termination, pay to the Executive’s estate or reimburse Executive forbeneficiaries, as the case may be, any compensation or other obligations accrued for periods prior to the Date of Termination, or, if an alternative beneficiary is designated in proper legal form, the premium for Executive payments and Executive’s covered dependents through the earlier of benefits shall be paid to said designated beneficiary. In addition, (i) the three (3) month anniversary life insurance proceeds from the group policies and any term life policy described in Section 4.2 of this Agreement shall be paid to the date of Executive’s termination of employment personal representative or such other persons as the Executive may have designated in writing, and (ii) the date Executive and Bank shall implement the provisions for the Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration other Vested Benefits as of the period Date of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRATermination.
Appears in 1 contract
Termination for Death or Disability. If Executive’s employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare health care coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s ’ s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A 409 A of the Code under Treasury Regulation Section 1.409A-1(a)(51.409A-l (a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii4.1 (b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.
Appears in 1 contract
Samples: Executive Employment Agreement (Raptor Pharmaceutical Corp)
Termination for Death or Disability. If Executive’s employment Termination Date occurs during the Employment Period and is terminated due to a result of Executive’s death or permanent disability where Disability (as defined in paragraph 5(f) below), then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company makes a determination in good faith that, due to a mental or physical incapacityCompany, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month periodevent of Executive’s death, Executive Executive’s estate) shall receive be entitled to the following:
(i) An amount equal to three (3) months continuing payments of Executive’s Annual Base Salary (payable in substantially equal installments in accordance with paragraph 4(a)) for the Continuation Period (as defined below), provided, however, that any continuing payments to Executive under this subparagraph (c)(i) shall be reduced by the value of any benefits paid to Executive for the same period of time under any Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.-paid long-term disability income replacement coverage;
(ii) If Executive (or in the event continuation of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium health benefits for Executive and Executive’s “qualified beneficiaries,” as defined in Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”)(“COBRA”) for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered dependents under COBRA;
(iii) immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive; and
(iv) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs, prorated (on a daily basis) through Executive’s Termination Date. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on Executive’s Termination Date and ending on the earlier of (iA) the three (3) month first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5)Termination Date, or (iiB) if applicable, the Company is otherwise unable to continue to cover date on which Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance violates the provisions of COBRASections 6 or 7 of this Agreement. All lump sum payments required under this paragraph 5(c) shall be made no later than 15 days after the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (iPCS, INC)
Termination for Death or Disability. If Executive’s employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months Upon termination of Executive’s Base Salary payable 's employment for Executive's death or Disability (as defined in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty clause (60iii) days following the date of the Covered Termination.
(iibelow) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Term, QVC shall pay Executive, or Executive's designated beneficiary or estate, as the case may be, (a) Executive's then current Base Compensation in accordance with QVC's customary payroll practices for a period of continuation coverage one year after such payments commence under this Agreement (the “Base Compensation Continuing Payments”); (b) Executive's Base Compensation through the date of termination; (c) the amount of any reimbursable expenses incurred by Executive pursuant to beSection 6 prior to the date of termination but not yet reimbursed; (d) any declared but unpaid Bonus for the calendar year prior to the year in which the termination occurs; (e) vested benefits, exempt from the application if any, owed to Executive in accordance with other applicable plans, programs and arrangements of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or QVC and its affiliates; and (f) any other amounts that QVC is required pursuant to applicable law to pay Executive.
(ii) Upon termination of Executive's employment for Executive's death or Disability prior to the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 expiration of the Public Health Service ActTerm, the Pre-2011 Vested Awards, the Pre-2011 Unvested Awards and the 2011 LINTA Options (a) will immediately vest and become exercisable to the extent not already vested as of the date of termination of employment, and (b) will be exercisable throughout the remainder of the full original term of such Equity Award (determined without reference to any provision in the applicable award agreement that reduces the exercisability of, or limits the vesting of, such Equity Award upon Executive's termination of employment, but otherwise in accordance with the terms and conditions applicable to such Equity Award).
(iii) For purposes of this Agreement, then“Disability” means Executive's inability to perform his duties because of physical or mental incapacity for a period of 180 consecutive days and, in either case, an amount equal within 30 days after a notice of termination is given to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii)Executive, Executive mayhas not returned to work. Notwithstanding the foregoing, if eligible, elect Executive will not be considered to continue healthcare coverage at Executive’s expense in accordance have suffered a Disability unless he is also “disabled” as such term is defined under Section 409A(a)(2)(C) of the provisions of COBRAInternal Revenue Code.
Appears in 1 contract
Termination for Death or Disability. If This Agreement shall terminate automatically upon the Executive’s employment is death and may be terminated due by the Bank upon the Executive’s Disability, pursuant to death section 1c.
(a) Upon a termination by reason of the Executive’s Disability, the Bank shall pay to the Executive or permanent disability where his beneficiaries, as the Company makes a determination in good faith thatcase may be, due (i) any compensation or other Employment Agreement Xxxxxx X. Xxxxx obligations accrued for periods prior to a mental or physical incapacitythe Date of Termination, Executive has been unable to perform his duties under this Agreement for a period all of not less than which shall be paid within thirty (30) days after the Date of Termination, (ii) six (6) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policiesSalary, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, plus an amount equal to each remaining Company subsidy shall thereafter be paid one-half ( 1/2) of the last Annual Bonus awarded to the Executive in substantially equal monthly installments. After during the Company ceases fiscal year prior to pay premiums his termination pursuant to this Section 4.1(b)(ii5.2(a), plus an amount equal to the Incentive Fees paid to the Executive mayduring the six (6) months prior to his termination pursuant to this Section 5.2(a), all of which shall be paid in installments consistent with the Bank’s payroll practice for executives, and shall implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Bank and the Executive hereby stipulate that the payment and delivery of the amounts specified in clause (ii) above are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank or any of its affiliates, the execution of a severance agreement and full release by the Executive in favor of the Bank, releasing all then existing claims against the Bank, under this Agreement, related to Executive’s employment, or otherwise, to the full extent permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 8. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A. Any disputes shall be resolved by arbitration as provided in Section 20.
(b) If Termination is due to the death of the Executive, the Bank shall, within thirty (30) days after the Date of Termination, pay to the Executive’s estate or beneficiaries, as the case may be, any compensation or other obligations accrued for periods prior to the Date of Termination, or, if eligiblean alternative beneficiary is designated in proper legal form, elect the payments and benefits shall be paid to continue healthcare coverage at said designated beneficiary. The Bank shall also pay to the Executive’s expense estate or beneficiaries, as the case may be, six (6) months of Base Salary plus an amount equal to one-half ( 1/2) of the last Annual Bonus awarded to the Executive during the fiscal year prior to his termination pursuant to this Section 5.2(b), plus an amount equal to the Incentive Fees paid to the Executive during the six (6) months prior to his termination pursuant to this Section 5.2(b), all of which shall be paid in accordance installments consistent with the provisions of COBRABank’s payroll practice for executives. In addition, the life insurance proceeds from the group policies described in this Agreement shall be paid to his personal representative or such other persons as the Executive may have designated in writing.
Appears in 1 contract
Termination for Death or Disability. If Executive’s 's employment is terminated due to death or permanent disability where the Company makes a determination in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his her duties under this Agreement for a period of not less than six three (63) consecutive months or 180 90 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three two (32) months of Executive’s 's Base Salary payable in substantially equal installments in accordance with the Company’s ' s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his her designee) elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s ' s covered dependents through the earlier of (i) the three two (32) month anniversary of the date of Executive’s ' s termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s ' s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5l. 409A-l (a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii4.l (b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance with the provisions of COBRA.
Appears in 1 contract
Samples: Executive Employment Agreement (Monopar Therapeutics)
Termination for Death or Disability. If Executive’s your employment with the Company is terminated due to as a result of your death or permanent disability where Disability, then, subject to the conditions described herein, 100% of the FY24 Award will accelerate and become vested in full. For the avoidance of doubt, this provision does not provide for the acceleration of any equity awards other than the FY24 Award. The Company makes shall also pay you (or your estate or beneficiaries, if applicable) the Prior Year Bonus and dependent upon whether or not such termination is during the Change in Control Period, the CIC Pro Rata Bonus. Conditions to Severance; Timing: The receipt of any severance payments or benefits (other than Accrued Obligations) pursuant to this Letter Agreement will be subject to you (or your representative, as applicable) signing and not revoking a determination separation agreement and release of claims in good faith that, due to a mental or physical incapacity, Executive has been unable to perform his duties under this Agreement for a period of not less the form attached hereto as Exhibit B (the “Release”) and provided that such Release becomes effective and irrevocable no later than six 60 days (6) consecutive months or 180 days in the aggregate event of your death) following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, you will forfeit any rights to severance payments or benefits (other than Accrued Obligations) under this Letter Agreement. In no event will severance payments or benefits (other than Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable. You acknowledge that severance benefits you may receive pursuant to this Letter Agreement do not constitute a bonus, raise, employment, or continued employment, and that consideration for the Release is not a bonus, raise, employment, or continued employment. You further acknowledge that this Letter Agreement is a negotiated agreement between you and the Company, and the Release set forth herein is a negotiated severance agreement. Provided that the Release becomes effective and irrevocable by the Release Deadline, any severance payments or benefits under this Letter Agreement will be paid on, or, in the case of installments, will not commence until, the 60th day following your separation from service, or, if later, such time as required herein. Except as required herein, any 12installment payments that would have been made to you during the 60-month period, Executive day period immediately following your separation from service but for the preceding sentence will be paid to you on the first payroll date on or following the 60th day following your separation from service and the remaining payments will be made as provided in this Agreement. In no event will you have discretion to determine the taxable year of payment for any payment that constitutes deferred compensation for purposes of Section 409A. You shall receive the following:
not be required to mitigate any severance payments or benefits to be provided hereunder and no such mitigation shall be applied. Definitions: “Cause” means (i) An amount equal to three your conviction of, or plea of nolo contendere to, a felony (3other than as a result of a vehicular-related offense) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.
(ii) If Executive (or in the event of death, his designee) elects your substantial and continued refusal to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the three (3) month anniversary of the date of Executive’s termination of perform your employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoingduties, (iiii) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.your failure to
Appears in 1 contract
Termination for Death or Disability. If the Executive’s employment is terminated during the Term due to the Executive’s death or permanent disability where by the Company makes a determination in good faith that, due to a mental the Executive’s Disability, then the Company will pay the Executive (or physical incapacitythe Executive’s estate and/or beneficiaries, Executive has been unable to perform his duties under this Agreement for a period of not less than six (6as the case may be) consecutive months or 180 days in the aggregate in any 12-month period, Executive shall receive the following:
(i) An amount equal to three (3) months of all accrued, but unpaid, wages based on the Executive’s then current Base Salary payable in substantially equal installments Salary, through the termination date; (ii) any earned but unpaid bonus relating to the year prior to the termination date; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s normal payroll policiespolicies by the Executive (or by the Executive’s guardian, less applicable withholdingsthe Executive’s estate and/or beneficiaries, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, case may be) within sixty (60) business days following of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Covered Termination.
Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of such amounts under subparagraphs (i), (ii), (iii) If (with respect to reimbursement requests submitted prior to the termination date), and (iv) shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within thirty (30) business days after the Executive’s termination date; provided that with respect to those reimbursement requests submitted after the termination date, the payment date will be determined by the Company in its sole discretion, subject to Section 9 hereof. Additionally, notwithstanding anything to the contrary in the event Incentive Plan or any award agreement, upon the expiration of deaththe Term as a result of Executive’s Death or Disability, his designee) elects to receive continued healthcare coverage all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the provisions Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of COBRAdoubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall directly pay, or reimburse have no other obligations to the Executive forunder this Agreement; however, the premium for Executive shall continue to be bound by Section 10 and Executive’s covered dependents through all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier of (i) the three (3) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependentsthis Agreement, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are as provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(b)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAherein.
Appears in 1 contract
Samples: Employment Agreement (Trade Street Residential, Inc.)
