Termination of Agreement and Employment. (a) The Company shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, and any of its Subsidiaries, in any of the following circumstances during the Term: (i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed and refused to comply with the material and reasonable directives of the Company; (C) Employee’s failure to meet written performance standards established by the President and Chief Executive Officer of the Company from time to time which Employee has failed to cure within ninety (90) days after receipt of written notice of nonperformance from the Company ; (D) Employee’s gross negligence or willful or intentional misconduct; (E) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has breached his fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his duties or materially xxxxx the reputation of the Company; (ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination; (iii) the death of Employee. In case of death during the Term, the Company’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or (iv) for any reason other than the reasons set forth in clauses (i)-(iii) above. (b) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment: (i) for Cause during the Term, or in the event of the resignation of Employee (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s obligations hereunder, including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled to receive any incentive compensation for the Compensation Year in which such termination shall occur or thereafter; or (ii) at any time prior to the expiration of the Term, by the Company pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company a lump sum payment equal to the lesser of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount of
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
Termination of Agreement and Employment. (a) The Company shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, and any of its Subsidiaries, in any of the following circumstances during the Term:
(i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed and refused to comply with the material and reasonable directives of the Company; (C) Employee’s willful and repeated failure to meet written performance standards established by the President and Chief Executive Officer of the Company from time to time perform his duties which Employee has failed to cure within ninety thirty (9030) days after receipt of written notice of nonperformance from the Company ; (D) Employee’s gross negligence or willful or intentional misconduct; (E) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has breached his fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his duties or materially xxxxx the reputation of the Company;
(ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination;
(iii) the death of Employee. In case of death during the Term, the Company’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or
(iv) for any reason other than the reasons set forth in clauses (i)-(iii) above.
(b) During the Term, but only following a Change in Control (as defined below), Employee shall be entitled to terminate this Agreement, resign or otherwise terminate Employee’s employment with the Company and its Subsidiaries without Good Reason (as defined below) by Employee (the “Employee Termination”). In case of the Employee Termination, the Company’s obligations hereunder including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the effective date of such termination, any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provisions of this Agreement shall terminate as of the date of such termination, with all of Employee’s obligations hereunder, except with respect to Section 7 below, being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year of such termination or thereafter and all rights pursuant to any grants under the 1996 Plan, the 2000 Plan, the 2003 Plan and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company, shall be governed by the terms , provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or similar grant or award agreements. Notwithstanding the Employee Termination, except for employee’s continued compliance with the non-competition, non-solicitation and confidentiality provisions of Section 7, which shall apply for a period of twelve (12) months following the date of the Employee Termination (i) neither the Company, its Subsidiaries nor their successors of assigns (whether by operation of law or otherwise) shall have any rights, claims, causes of action or remedies (whether at law or in equity) against Employee with respect to or arising out of this Agreement and/or the Employee Termination generally (except for any acts of fraud or embezzlement by Employee); and (ii) Employee shall not have any obligations, duties, liabilities or responsibilities to the Company, its Subsidiaries or their successors or assigns (whether by operation of law or otherwise) with respect to or arising out of the termination of this Agreement or the Employee Termination generally, except for duties Employee would have in his capacity as a director of the Company, if still a director of the Company following the Employee Termination.
(c) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment:
(i) for Cause during the Term, or in the event of the resignation of Employee prior to any Change in Control (as defined below) during the Term (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s obligations hereunder, including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and shall terminate, with all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year in which of such termination or thereafter and all rights under the 1996 Plan, the 2000 Plan, the 2003 Plan and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company shall occur be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or thereaftersimilar grant or award agreements; or
(ii) at any time prior to the expiration of the Term, by the Company pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company a lump sum payment equal to the lesser greater of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount ofof Employee’s base salary, for the remaining period of the Term plus the prior year’s cash bonus paid to Employee; or (B) the sum of one year’s annual base salary of Employee at the time of termination plus the greater of twenty-five percent (25%) of such salary or the prior year’s cash bonus paid to Employee. The lump sum payment shall be due within thirty (30) days after the date of such termination. Upon the effective date of termination in either case, all options and restricted stock awards granted to Employee as referenced in Section 3.2 to the extent not already vested and exercisable, shall become immediately vested and exercisable. In addition, in the case of any such termination, the Company shall continue Employee’s health care, life insurance and disability coverage for Employee for the period of one (1) year following the date of any such termination: (i) under the terms of the applicable Company sponsored health care plan by which he was covered at the time of such termination of employment, as such plan may be in effect or may be modified from time to time, or (ii) if such Company sponsored health care, life insurance or disability plan does not by its terms allow Employee’s participation or continued participation, the Company shall obtain such insurance coverage on behalf of Employee that provides all benefits otherwise provided under such Company sponsored health care plan (collectively, “Continued Health Care Coverage”). “Good Reason” shall mean any of the following circumstances unless remedied by the Company within thirty (30) days after receipt of written notification by Employee that such circumstances exist or have occurred: (A) assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Chief Operating Officer of the Company as contemplated by Section 2(a) of this Agreement, change in the location of employment in conflict or inconsistent with Section 2(a) of this Agreement, requirement to travel in conflict or inconsistent with Section 2(a) of this Agreement, or any other action by the Company that results in a material diminution of such position, authority, duties or responsibilities; (B) a material reduction of Employee’s compensation and/or benefits; or (C) any material failure by the Company to comply with any of the material provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
Termination of Agreement and Employment. (a) The Company shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, and any of its Subsidiaries, in any of the following circumstances during the Term:
(i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed and refused to comply with the material and reasonable directives of the Company; (C) Employee’s willful and repeated failure to meet written performance standards established by the President and Chief Executive Officer of the Company from time to time perform his duties which Employee has failed to cure within ninety thirty (9030) days after receipt of written notice of nonperformance from the Company Company; (D) Employee’s gross negligence or willful or intentional misconduct; (E) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has breached his fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his duties or materially xxxxx the reputation of the Company;
(ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination;
(iii) the death of Employee. In case of death during the Term, the Company’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or
(iv) for any reason other than the reasons set forth in clauses (i)-(iii) above.
(b) During the Term, but only following a Change in Control (as defined below), Employee shall be entitled to terminate this Agreement, resign or otherwise terminate Employee’s employment with the Company and its Subsidiaries without Good Reason (as defined below) by Employee (the “Employee Termination”). In case of the Employee Termination, the Company’s obligations hereunder including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the effective date of such termination, any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provisions of this Agreement shall terminate as of the date of such termination, with all of Employee’s obligations hereunder, except with respect to Section 7 below, being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year of such termination or thereafter and all rights pursuant to any grants under the 1996 Plan, the 2000 Plan, the 2003 Plan and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company, shall be governed by the terms , provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or similar grant or award agreements. Notwithstanding the Employee Termination, except for employee’s continued compliance with the non-competition, non-solicitation and confidentiality provisions of Section 7, which shall apply for a period of twelve (12) months following the date of the Employee Termination: (i) neither the Company, its Subsidiaries nor their successors or assigns (whether by operation of law or otherwise) shall have any rights, claims, causes of action or remedies (whether at law or in equity) against Employee with respect to or arising out of this Agreement and/or the Employee Termination generally (except for any acts of fraud or embezzlement by Employee); and (ii) Employee shall not have any obligations, duties, liabilities or responsibilities to the Company, its Subsidiaries or their successors or assigns (whether by operation of law or otherwise) with respect to or arising out of the termination of this Agreement or the Employee Termination generally, except for duties Employee would have in his capacity as a director of the Company, if still a director of the Company following the Employee Termination.
(c) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment:
(i) for Cause during the Term, or in the event of the resignation of Employee prior to any Change in Control (as defined below) during the Term (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s obligations hereunder, including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and shall terminate, with all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year in which of such termination or thereafter and all rights under the 1996 Plan, the 2000 Plan, the 2003 Plan and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company shall occur be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or thereaftersimilar grant or award agreements; or
(ii) at any time prior to the expiration of the Term, by the Company pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company a lump sum payment equal to the lesser greater of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount ofof Employee’s base salary, for the remaining period of the Term plus the prior year’s cash bonus paid to Employee; or (B) the sum of one year’s annual base salary of Employee at the time of termination plus the greater of fifty percent (50%) of such salary or the prior year’s cash bonus paid to Employee. The lump sum payment shall be due within thirty (30) days after the date of such termination. Upon the effective date of termination in either case, all options and restricted stock awards granted to Employee as referenced in Section 3.2 to the extent not already vested and exercisable, shall become immediately vested and exercisable. In addition, in the case of any such termination, the Company shall continue Employee’s health care, life insurance and disability coverage for Employee for the period of two (2) years following the date of any such termination: (i) under the terms of the applicable Company sponsored health care plan by which he was covered at the time of such termination of employment, as such plan may be in effect or may be modified from time to time, or (ii) if such Company sponsored health care, life insurance or disability plan does not by its terms allow Employee’s participation or continued participation, the Company shall obtain such insurance coverage on behalf of Employee that provides all benefits otherwise provided under such Company sponsored health care plan (collectively, “Continued Health Care Coverage”). “Good Reason” shall mean any of the following circumstances unless remedied by the Company within thirty (30) days after receipt of written notification by Employee that such circumstances exist or have occurred: (A) assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Executive Vice President—Chief Strategy Officer and Chief Technology Officer of the Company as contemplated by Section 2(a) of this Agreement, change in the location of employment in conflict or inconsistent with Section 2(a) of this Agreement, requirement to travel in conflict or inconsistent with Section 2(a) of this Agreement, or any other action by the Company that results in a material diminution of such position, authority, duties or responsibilities; (B) a material reduction of Employee’s compensation and/or benefits; or (C) any material failure by the Company to comply with any of the material provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
Termination of Agreement and Employment. (a) The Company shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, and any of its Subsidiaries, in any of the following circumstances during the Term:
(i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed and refused to comply with the material and reasonable directives of the Company; (C) Employee’s willful and repeated failure to meet written performance standards established by the President and Chief Executive Officer of the Company from time to time perform her duties which Employee has failed to cure within ninety thirty (9030) days after receipt of written notice of nonperformance from the Company Company; (D) Employee’s gross negligence or willful or intentional misconduct; (E) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has breached his her fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his her duties or materially xxxxx the reputation of the Company;
(ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his her duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination;
(iii) the death of Employee. In case of death during the Term, the Company’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or
(iv) for any reason other than the reasons set forth in clauses (i)-(iii) above.
(b) During the Term, but only following a Change in Control (as defined below), Employee shall be entitled to terminate this Agreement, resign or otherwise terminate Employee’s employment with the Company and its Subsidiaries without Good Reason (as defined below) by Employee (the “Employee Termination”). In case of the Employee Termination, the Company’s obligations hereunder including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the effective date of such termination, any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provisions of this Agreement shall terminate as of the date of such termination, with all of Employee’s obligations hereunder, except with respect to Section 7 below, being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year of such termination or thereafter and all rights pursuant to any grants under the 1996 Plan, the 2000 Plan, the 2003 Plan and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company, shall be governed by the terms , provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or similar grant or award agreements. Notwithstanding the Employee Termination, except for employee’s continued compliance with the non-competition, non-solicitation and confidentiality provisions of Section 7, which shall apply for a period of twelve (12) months following the date of the Employee Termination: (i) neither the Company, its Subsidiaries nor their successors or assigns (whether by operation of law or otherwise) shall have any rights, claims, causes of action or remedies (whether at law or in equity) against Employee with respect to or arising out of this Agreement and/or the Employee Termination generally (except for any acts of fraud or embezzlement by Employee); and (ii) Employee shall not have any obligations, duties, liabilities or responsibilities to the Company, its Subsidiaries or their successors or assigns (whether by operation of law or otherwise) with respect to or arising out of the termination of this Agreement or the Employee Termination generally, except for duties Employee would have in her capacity as a director of the Company, if still a director of the Company following the Employee Termination.
(c) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment:
(i) for Cause during the Term, or in the event of the resignation of Employee prior to any Change in Control (as defined below) during the Term (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s obligations hereunder, including, without limitation, the Company’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and shall terminate, with all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year in which of such termination or thereafter and all rights under the 1996 Plan, the 2000 Plan, the 2003 Plan and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company shall occur be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or thereaftersimilar grant or award agreements; or
(ii) at any time prior to the expiration of the Term, by the Company pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company a lump sum payment equal to the lesser greater of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount ofof Employee’s base salary, for the remaining period of the Term plus the prior year’s cash bonus paid to Employee; or (B) the sum of one year’s annual base salary of Employee at the time of termination plus the greater of fifty percent (50%) of such salary or the prior year’s cash bonus paid to Employee. The lump sum payment shall be due within thirty (30) days after the date of such termination. Upon the effective date of termination in either case, all options and restricted stock awards granted to Employee as referenced in Section 3.2 to the extent not already vested and exercisable, shall become immediately vested and exercisable. In addition, in the case of any such termination, the Company shall continue Employee’s health care, life insurance and disability coverage for Employee for the period of two (2) years following the date of any such termination: (i) under the terms of the applicable Company sponsored health care plan by which she was covered at the time of such termination of employment, as such plan may be in effect or may be modified from time to time, or (ii) if such Company sponsored health care, life insurance or disability plan does not by its terms allow Employee’s participation or continued participation, the Company shall obtain such insurance coverage on behalf of Employee that provides all benefits otherwise provided under such Company sponsored health care plan (collectively, “Continued Health Care Coverage”). “Good Reason” shall mean any of the following circumstances unless remedied by the Company within thirty (30) days after receipt of written notification by Employee that such circumstances exist or have occurred: (A) assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Chief Executive Officer of the Company as contemplated by Section 2(a) of this Agreement, change in the location of employment in conflict or inconsistent with Section 2(a) of this Agreement, requirement to travel in conflict or inconsistent with Section 2(a) of this Agreement, or any other action by the Company that results in a material diminution of such position, authority, duties or responsibilities; (B) a material reduction of Employee’s compensation and/or benefits; or (C) any material failure by the Company to comply with any of the material provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
Termination of Agreement and Employment. (a) The Company and Edgewater Delaware shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, Edgewater Delaware and any of its their Subsidiaries, in any of the following circumstances during the Term:
(i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) the final written determination by the Board of Directors of the Company (the “Board”) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed regarding Employee’s willful failure and refused refusal to comply with the material and reasonable directives of the Company; (C) Employee’s willful and repeated failure to meet written performance standards established by perform the President and Chief Executive Officer of the Company from time to time duties for which Employee has failed to cure within ninety (90) days after receipt of been provided with written notice of nonperformance from the Company and for which Employee has been provided with thirty (30) days to cure such nonperformance; (D) Employee’s gross negligence or willful or intentional misconduct; (E) final written determination after providing 30 thirty (30) days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, of the Board Company in respect of Directors issues a final written determination that Employee has breached Employee’s breach of his fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his duties or materially xxxxx the reputation of the Company;
(ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination;
(iii) the death of Employee. In case of death during the Term, the Company’s and Edgewater Delaware’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or
(iv) for any reason other than the reasons set forth in clauses (i)-(iii) above.
(b) During the Term, but only following a Change in Control (as defined below), Employee shall be entitled to terminate this Agreement, resign or otherwise terminate Employee’s employment with the Company, Edgewater Delaware and their Subsidiaries for any reason, other than: (x) the reasons set forth in Section 5(a) above; or (y) for Good Reason (as defined below) by Employee (the “Employee Termination”). In case of the Employee Termination, the Company’s and Edgewater Delaware’s obligations hereunder including, without limitation, the Company’s and Edgewater Delaware’s obligations to pay Employee’s base salary or any other compensation accruing after the effective date of such termination, any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provisions of this Agreement shall terminate as of the date of such termination, with all of Employee’s obligations hereunder, except with respect to Section 7 below, being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year of such termination or thereafter and all rights under the 1996 Plan Grants, the 2000 Plan Grant and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company, shall be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or similar grant or award agreements. Notwithstanding the Employee Termination, except for employee’s continued compliance with the non-competition, non-solicitation and confidentiality provisions of Section 7, which shall apply for a period of twelve (12) months following the date of the Employee Termination: (i) neither the Company, Edgewater Delaware, their Subsidiaries nor their successors or assigns (whether by operation of law or otherwise) shall have any rights, claims, causes of action or remedies (whether at law or in equity) against Employee with respect to or arising out of this Agreement and/or the Employee Termination generally; and (ii) Employee shall not have any obligations, duties, liabilities or responsibilities to the Company, Edgewater Delaware, their Subsidiaries or their successors or assigns (whether by operation of law or otherwise) with respect to or arising out of the termination of this Agreement or the Employee Termination generally, except for duties Employee would have in his capacity as a director of the Company, if still a director of the Company following the Employee Termination.
(c) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment:
(i) for Cause during the Term, or in the event of the resignation of Employee prior to any Change in Control (as defined below) during the Term (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s and Edgewater Delaware’s obligations hereunder, including, without limitation, the Company’s and Edgewater Delaware’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and shall terminate, with all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year in which of such termination or thereafter and all rights under the 1996 Plan Grants, the 2000 Plan Grant and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company shall occur be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or thereaftersimilar grant or award agreements; or
(ii) at any time prior to the expiration of the Term, by the Company and Edgewater Delaware pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company or Edgewater Delaware a lump sum payment equal to the lesser greater of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount ofof Employee’s base salary, for the remaining period of the Term plus the prior year’s cash bonus paid to Employee; or (B) the sum of one year’s annual base salary of Employee at the time of termination plus the greater of fifty percent (50%) of such salary or the prior year’s cash bonus paid to Employee. The lump sum payment shall be due within thirty (30) days after the date of such termination. Upon the effective date of termination in either case, all options and restricted stock awards granted to Employee as referenced in Section 3.2 to the extent not already vested and exercisable, shall become immediately vested and exercisable. In addition, in the case of any such termination, the Company shall continue Employee’s health care, life insurance and disability coverage for Employee for the period of two (2) years following the date of any such termination: (i) under the terms of the applicable Company and/or Edgewater Delaware sponsored health care plan by which she was covered at the time of such termination of employment, as such plan may be in effect or may be modified from time to time, or (ii) if such Company and/or Edgewater Delaware sponsored health care, life insurance or disability plan does not by its terms allow Employee’s participation or continued participation, the Company and/or Edgewater Delaware shall obtain such insurance coverage on behalf of Employee that provides all benefits otherwise provided under such Company sponsored health care plan (collectively, “Continued Health Care Coverage”). “Good Reason” shall mean any of the following circumstances unless remedied by the Company within thirty (30) days after receipt of written notification by Employee that such circumstances exist or have occurred: (A) assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Chief Technology Officer of the Company and Edgewater Delaware as contemplated by Section 2(a) of this Agreement, change in the location of employment in conflict or inconsistent with Section 2(a) of this Agreement, requirement to travel in conflict or inconsistent with Section 2(a) of this Agreement, or any other action by the Company that results in a material diminution of such position, authority, duties or responsibilities; (B) a material reduction of Employee’s compensation and/or benefits; or (C) any material failure by the Company and Edgewater Delaware to comply with any of the material provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
Termination of Agreement and Employment. (a) The Company and Edgewater Delaware shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, Edgewater Delaware and any of its their Subsidiaries, in any of the following circumstances during the Term:
(i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) the final written determination by the Board of Directors of the Company (the “Board”) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed regarding Employee’s willful failure and refused refusal to comply with the material and reasonable directives of the Company; (C) Employee’s willful and repeated failure to meet written performance standards established by perform the President and Chief Executive Officer of the Company from time to time duties for which Employee has failed to cure within ninety (90) days after receipt of been provided with written notice of nonperformance from the Company and for which Employee has been provided with thirty (30) days to cure such nonperformance; (D) Employee’s gross negligence or willful or intentional misconduct; (E) final written determination after providing 30 thirty (30) days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, of the Board Company in respect of Directors issues a final written determination that Employee has breached Employee’s breach of his fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his duties or materially xxxxx the reputation of the Company;
(ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination;
(iii) the death of Employee. In case of death during the Term, the Company’s and Edgewater Delaware’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or
(iv) for any reason other than the reasons set forth in clauses (i)-(iii) above.
(b) During the Term, but only following a Change in Control (as defined below), Employee shall be entitled to terminate this Agreement, resign or otherwise terminate Employee’s employment with the Company, Edgewater Delaware and their Subsidiaries for any reason, other than: (x) the reasons set forth in Section 5(a) above; or (y) for Good Reason (as defined below) by Employee (the “Employee Termination”). In case of the Employee Termination, the Company’s and Edgewater Delaware’s obligations hereunder including, without limitation, the Company’s and Edgewater Delaware’s obligations to pay Employee’s base salary or any other compensation accruing after the effective date of such termination, any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provisions of this Agreement shall terminate as of the date of such termination, with all of Employee’s obligations hereunder, except with respect to Section 7 below, being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year of such termination or thereafter and all rights under the 2000 Plan Grants and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company, shall be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or similar grant or award agreements. Notwithstanding the Employee Termination, except for employee’s continued compliance with the non-competition, non-solicitation and confidentiality provisions of Section 7, which shall apply for a period of twelve (12) months following the date of the Employee Termination: (i) neither the Company, Edgewater Delaware, their Subsidiaries nor their successors or assigns (whether by operation of law or otherwise) shall have any rights, claims, causes of action or remedies (whether at law or in equity) against Employee with respect to or arising out of this Agreement and/or the Employee Termination generally; and (ii) Employee shall not have any obligations, duties, liabilities or responsibilities to the Company, Edgewater Delaware, their Subsidiaries or their successors or assigns (whether by operation of law or otherwise) with respect to or arising out of the termination of this Agreement or the Employee Termination generally, except for duties Employee would have in his capacity as a director of the Company, if still a director of the Company following the Employee Termination.
(c) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment:
(i) for Cause during the Term, or in the event of the resignation of Employee prior to any Change in Control (as defined below) during the Term (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s and Edgewater Delaware’s obligations hereunder, including, without limitation, the Company’s and Edgewater Delaware’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and shall terminate, with all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year in which of such termination or thereafter and all rights under the 1996 Plan Grants, the 2000 Plan Grant and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company shall occur be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or thereaftersimilar grant or award agreements; or
(ii) at any time prior to the expiration of the Term, by the Company and Edgewater Delaware pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company or Edgewater Delaware a lump sum payment equal to the lesser greater of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount ofof Employee’s base salary, for the remaining period of the Term plus the prior year’s cash bonus paid to Employee; or (B) the sum of one year’s annual base salary of Employee at the time of termination plus the greater of twenty-five percent (25%) of such salary or the prior year’s cash bonus paid to Employee. The lump sum payment shall be due within thirty (30) days after the date of such termination. Upon the effective date of termination in either case, all options and restricted stock awards granted to Employee as referenced in Section 3.2 to the extent not already vested and exercisable, shall become immediately vested and exercisable. In addition, in the case of any such termination, the Company shall continue Employee’s health care, life insurance and disability coverage for Employee for the period of one (1) year following the date of any such termination: (i) under the terms of the applicable Company and/or Edgewater Delaware sponsored health care plan by which she was covered at the time of such termination of employment, as such plan may be in effect or may be modified from time to time, or (ii) if such Company and/or Edgewater Delaware sponsored health care, life insurance or disability plan does not by its terms allow Employee’s participation or continued participation, the Company and/or Edgewater Delaware shall obtain such insurance coverage on behalf of Employee that provides all benefits otherwise provided under such Company sponsored health care plan (collectively, “Continued Health Care Coverage”). “Good Reason” shall mean any of the following circumstances unless remedied by the Company within thirty (30) days after receipt of written notification by Employee that such circumstances exist or have occurred: (A) assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Chief Operating Officer of the Company and Edgewater Delaware as contemplated by Section 2(a) of this Agreement, change in the location of employment in conflict or inconsistent with Section 2(a) of this Agreement, requirement to travel in conflict or inconsistent with Section 2(a) of this Agreement, or any other action by the Company that results in a material diminution of such position, authority, duties or responsibilities; (B) a material reduction of Employee’s compensation and/or benefits; or (C) any material failure by the Company and Edgewater Delaware to comply with any of the material provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
Termination of Agreement and Employment. (a) The Company and Edgewater Delaware shall be entitled to terminate this Agreement and Employee’s employment or services with the Company, Edgewater Delaware and any of its their Subsidiaries, in any of the following circumstances during the Term:
(i) for “Cause,” which shall mean by reason of any of the following: (A) Employee’s material breach of any provision of Section 7 of this Agreement; (B) the final written determination by the Board of Directors of the Company after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed regarding Employee’s willful failure and refused refusal to comply with the material and reasonable directives of the Company; (C) Employee’s willful and repeated failure to meet written performance standards established by perform the President and Chief Executive Officer of the Company from time to time duties for which Employee has failed to cure within ninety (90) days after receipt of been provided with written notice of nonperformance from the Company and for which Employee has been provided with thirty (30) days to cure such nonperformance; (D) Employee’s gross negligence or willful or intentional misconduct; (E) final written determination after providing 30 thirty (30) days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, of the Board Company in respect of Directors issues a final written determination that Employee has breached his Employee’s breach of her fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his her duties or materially xxxxx the reputation of the Company;
(ii) if, during the Term, Employee because of physical or mental illness or incapacity shall be unable for any reason to substantially perform all of his her duties and responsibilities under this Agreement for a period of one hundred and eighty (180) days in the aggregate in any twelve (12) month period (“Disability”); provided, however, that the Company shall give Employee at least ten (10) days prior written notice of its intention to terminate this Agreement, as of the date set forth in the notice, at any time after the expiration of such one hundred and eighty (180) day period. In case of termination for Disability, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing Employee through the date of termination;
(iii) the death of Employee. In case of death during the Term, the Company’s and Edgewater Delaware’s obligations hereunder shall terminate on the date death occurs, except as to compensation and other benefits previously earned through and until such date; or
(iv) for any reason other than the reasons set forth in clauses (i)-(iii) above.
(b) During the Term, but only following a Change in Control (as defined below), Employee shall be entitled to terminate this Agreement, resign or otherwise terminate Employee’s employment with the Company, Edgewater Delaware and their Subsidiaries for any reason, other than: (x) the reasons set forth in Section 5(a) above; or (y) for Good Reason (as defined below) by Employee (the “Employee Termination”). In case of the Employee Termination, the Company’s and Edgewater Delaware’s obligations hereunder including, without limitation, the Company’s and Edgewater Delaware’s obligations to pay Employee’s base salary or any other compensation accruing after the effective date of such termination, any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provisions of this Agreement shall terminate as of the date of such termination, with all of Employee’s obligations hereunder, except with respect to Section 7 below, being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year of such termination or thereafter and all rights under the 1996 Plan Grants, the 2000 Plan Grant and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company, shall be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or similar grant or award agreements. Notwithstanding the Employee Termination, except for employee’s continued compliance with the non-competition, non-solicitation and confidentiality provisions of Section 7, which shall apply for a period of twelve (12) months following the date of the Employee Termination: (i) neither the Company, Edgewater Delaware, their Subsidiaries nor their successors or assigns (whether by operation of law or otherwise) shall have any rights, claims, causes of action or remedies (whether at law or in equity) against Employee with respect to or arising out of this Agreement and/or the Employee Termination generally; and (ii) Employee shall not have any obligations, duties, liabilities or responsibilities to the Company, Edgewater Delaware, their Subsidiaries or their successors or assigns (whether by operation of law or otherwise) with respect to or arising out of the termination of this Agreement or the Employee Termination generally, except for duties Employee would have in her capacity as a director of the Company, if still a director of the Company following the Employee Termination.
(c) Except as provided in Section 6 hereof, in the event of the termination of this Agreement and Employee’s employment:
(i) for Cause during the Term, or in the event of the resignation of Employee prior to any Change in Control (as defined below) during the Term (excluding circumstances involving Good Reason, as defined below), then as of the date of such termination, all of the Company’s and Edgewater Delaware’s obligations hereunder, including, without limitation, the Company’s and Edgewater Delaware’s obligations to pay Employee’s base salary or any other compensation accruing after the date of such termination and any benefits (except as otherwise required by applicable law), other than those obligations which have accrued but remain unpaid as of the date of such termination (such as accrued but unpaid salary, any accrued but unpaid bonus, expense reimbursements, health insurance premiums, retirement plan contributions, if any, vacation pay, sick pay, etc.) and any lump sum severance payment obligation under any other provision of this Agreement and shall terminate, with all of Employee’s obligations hereunder, except with respect to Section 7 below, shall cease and Employee shall not be entitled being terminated. Employee’s entitlement to receive any incentive compensation for the Compensation Year in which of such termination or thereafter and all rights under the 1996 Plan Grants, the 2000 Plan Grant and any other option grant, restricted stock award or similar equity based incentive granted, awarded or issued subsequent to the date of this Agreement under the aforementioned stock based plans or other stock based plans of the Company shall occur be governed by the terms, provisions and conditions of the applicable incentive compensation plan, stock option agreements, restricted stock award agreements or thereaftersimilar grant or award agreements; or
(ii) at any time prior to the expiration of the Term, by the Company and Edgewater Delaware pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company or Edgewater Delaware a lump sum payment equal to the lesser greater of the following; except, that in the case of any date of termination following the end of the fifteenth month of the Term, but prior to the end of the Term, in which case clause (B) and not clause (A) shall be applicable, notwithstanding the word lesser above: (A) the amount ofof Employee’s base salary, for the remaining period of the Term plus the prior year’s cash bonus paid to Employee; or (B) the sum of one year’s annual base salary of Employee at the time of termination plus the greater of fifty percent (50%) of such salary or the prior year’s cash bonus paid to Employee. The lump sum payment shall be due within thirty (30) days after the date of such termination. Upon the effective date of termination in either case, all options and restricted stock awards granted to Employee as referenced in Section 3.2 to the extent not already vested and exercisable, shall become immediately vested and exercisable. In addition, in the case of any such termination, the Company shall continue Employee’s health care, life insurance and disability coverage for Employee for the period of two (2) years following the date of any such termination: (i) under the terms of the applicable Company and/or Edgewater Delaware sponsored health care plan by which she was covered at the time of such termination of employment, as such plan may be in effect or may be modified from time to time, or (ii) if such Company and/or Edgewater Delaware sponsored health care, life insurance or disability plan does not by its terms allow Employee’s participation or continued participation, the Company and/or Edgewater Delaware shall obtain such insurance coverage on behalf of Employee that provides all benefits otherwise provided under such Company sponsored health care plan (collectively, “Continued Health Care Coverage”). “Good Reason” shall mean any of the following circumstances unless remedied by the Company within thirty (30) days after receipt of written notification by Employee that such circumstances exist or have occurred: (A) assignment to Employee of any duties inconsistent with Employee’s position, authority, duties or responsibilities as Chief Executive Officer of the Company and Edgewater Delaware as contemplated by Section 2(a) of this Agreement, change in the location of employment in conflict or inconsistent with Section 2(a) of this Agreement, requirement to travel in conflict or inconsistent with Section 2(a) of this Agreement, or any other action by the Company that results in a material diminution of such position, authority, duties or responsibilities; (B) a material reduction of Employee’s compensation and/or benefits; or (C) any material failure by the Company and Edgewater Delaware to comply with any of the material provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Edgewater Technology Inc/De/)
