Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement. (b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c): (i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date. (ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and (iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement. (c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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Samples: Employment Agreement (Bre Properties Inc /Md/), Employment Agreement (Bre Properties Inc /Md/)
Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 8.1 or 7.28.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 8.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.38.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c9.1(c):
(i) In the even of a termination after the execution date of this Agreement, Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.; and
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final annual Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 9.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his her estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his her final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: :
(1) the sum of his her final Base Salary and his her Target Bonus if he she terminates before his her first full fiscal year of employment; or (2) the sum of his her final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he she terminates after his her first full fiscal year of employment but before the end of his her second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 8.1 or 7.28.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 8.1 is due to death or Disability, Executive or his her estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.38.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c9.1(c):
(i) In the even of a termination after the execution date of this Agreement, Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.; and
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his her final annual Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 9.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 8.1 or 7.28.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 8.1 is due to death or Disability, Executive or his her estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In the case of any termination of this Agreement and Executive’s employment pursuant to Sections 8.1 or 8.2, the outstanding balance under the Loan and Stock Pledge Agreement, dated July 11, 2002, between the Company and Executive (the “Loan Agreement”), and all accrued interest, shall be due and payable in full 15 days following the Termination Date. In the case of termination based upon death or Disability, the Bonus Amount (as such term is defined in the Bonus Arrangement, dated July 11, 2002, between the Company and Executive (the “Bonus Arrangement”)) shall be earned in such amount as determined by the Pro Rata Calculation (in which case, the Company may delay the due date to complete the Pro Rata Calculation). For the purpose of this Agreement, “Pro Rata Calculation” shall mean a pro rata application of Sections 2.1, 2.2, and 2.3 of the Bonus Arrangement, taking into consideration the number of full months worked and the Company’s performance data through the last quarter having ended 45 days or more prior to the Termination Date, notwithstanding the fact that such sections of the Bonus Arrangement may not provide for such pro rata application. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 8.1 or 7.28.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 8.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In the case of any termination of this Agreement and Executive’s employment pursuant to Sections 8.1 or 8.2, the outstanding balance under the Loan and Stock Pledge Agreement, dated January 24, 2002, between the Company and Executive (the “Loan Agreement”), and all accrued interest, shall be due and payable in full 15 days following the Termination Date. In the case of termination based upon death or Disability, the Bonus Amount (as such term is defined in the Bonus Arrangement, dated January 24, 2002, between the Company and Executive (the “Bonus Arrangement”)) shall be earned in such amount as determined by the Pro Rata Calculation (in which case, the Company may delay the due date to complete the Pro Rata Calculation). For the purpose of this Agreement, “Pro Rata Calculation” shall mean a pro rata application of Sections 2.1, 2.2, and 2.3 of the Bonus Arrangement, taking into consideration the number of full months worked and the Company’s performance data through the last quarter having ended 45 days or more prior to the Termination Date, notwithstanding the fact that such sections of the Bonus Arrangement may not provide for such pro rata application. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days two and one-half months after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this AgreementAgreement to be executed no later than forty-five (45) days after the Termination Date.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A B to this Agreement.
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Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his second full fiscal year of employment; and
(iii) Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(c) Executive’s right to receive any of the payments or other compensation to be made to Executive pursuant to this Section 8.1 shall be contingent on Executive providing the Company a full and complete release of all known and unknown claims against the Company and its representatives in the form set forth on Exhibit A to this Agreement.
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