Termination Pay. Effective upon the termination of the Executive's employment, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. For purposes of this Section 5.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
Appears in 2 contracts
Samples: Employment Agreement (Primal Solutions Inc), Employment Agreement (Primal Solutions Inc)
Termination Pay. Effective upon the termination of the Executive's employmentthis Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement")6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of (i) all claims the Executive may have against the Employer or Craftmade, or any of its affiliates affiliates, arising from the Executive's employment with out of or pursuant to this Agreement and (ii) all claims the Employer or Craftmade may have against the termination thereof in a form reasonably satisfactory Executive arising out of or pursuant to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive CompensationAgreement. For purposes of this Section 5.56.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(a) Termination by the Executive for Good Reason or Termination by the Employer Without Cause. If the Executive terminates this Agreement for Good Reason or if Employer terminates this Agreement without Cause, the Employer will pay the Executive (i) the Executive's Salary for the remainder, if any, of the Initial Term, or the First Additional Term or the Second Additional Term, as applicable, (ii) the value of any accrued but unpaid or unused vacation or sick leave for the calendar year and (iii) that portion of the Executive's Bonus, if any, for the Fiscal Year during which the termination is effective, prorated through the date of termination.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employmentthis --------------- Agreement, the Employer Company will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"5(b), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control AgreementCompany and Xxxxxxx Inns, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. Inc. For purposes of this Section 5.55(b), the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer Company from time to time or, if the Executive fails to give notice to the Employer Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(i) Termination by the Executive for Good Reason or by the ------------------------------------------------------ Company without Cause. If the Executive terminates this Agreement for ---------------------- good reason or the Company terminates this Agreement without cause at any time during the Term of Employment, including the Company's giving notice of nonrenewal of the Term of Employment as contemplated by Section 2 above, Xxxxxxx Inns, Inc. will pay the Executive an amount equal to (a) [100%] [50%] of the amount of Executive's then Base Salary, plus (b) [100%] [50%] of the aggregate amount of the bonuses received by Executive during the twelve month period ending with the date notice of termination is given. Such amount shall be paid to Executive in monthly installments over a period of [twelve] [six] months from the effective date of termination of employment and Xxxxxxx Inns, Inc.'s obligations with respect thereto shall be conditioned on Executive's compliance with his post-termination obligations, covenants and commitments hereunder. In addition, the Company shall continue Executive's health care coverage for a period of [twelve] [six] months following the effective date of termination of Executive's employment, also subject to his continued compliance with this Agreement.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employmentthis Agreement, the Employer will Company shall be obligated to pay the Executive Consultant (or, in the event of his death, his designated beneficiary Designated Beneficiary, as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement")4.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive Consultant may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive CompensationCompany. For purposes of this Section 5.54.5, the ExecutiveConsultant's designated beneficiary will "Designated Beneficiary" shall be such individual beneficiary or trust, located at such address, as the Executive Consultant may designate by notice to the Employer Company from time to time or, if the Executive Consultant fails to give notice to the Employer Company of such a beneficiary, the ExecutiveConsultant's estate. Notwithstanding the preceding sentence, the Employer will Company shall have no duty, in any circumstances, to attempt to open an estate on behalf of the ExecutiveConsultant, to determine whether any beneficiary designated by the Executive Consultant is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity Person purporting to act as the ExecutiveConsultant's personal representative (or the trustee of a trust established by the ExecutiveConsultant) is duly authorized to act in that capacity, capacity or to locate or attempt to locate any beneficiary, personal representative, representative or trustee.
(a) Termination by the Consultant for Good Reason or by the Company Without Cause. In the event that during the Consultation Period, the Consultant terminates his engagement with the Company for Good Reason, or the Company terminates the Consultant's engagement without Cause, then the Consultant shall receive from the Company (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and to the extent permitted by law, without any obligation on the Consultant's part to mitigate damages by seeking other employment or otherwise and without any offset for any compensation earned as a result of any such other employment or performance of other services) an amount equal to (and payable at the same time and in the same manner as) the Consultation Fees payable pursuant to Section 3(a) above and all of the Benefits provided for in Section 3(b) above, which the Consultant would otherwise have been entitled to receive pursuant to this Agreement, had he remained engaged by the Company throughout the remainder of the Consultation Period as in effect immediately before such termination. In case of any dispute as to the propriety of the termination of the Consultant's engagement by the Company, the Company agrees to continue to provide to the Consultant all of the cash compensation and benefits that would be payable to the Consultant pursuant to the preceding sentence pending final resolution of such dispute; the Consultant shall be entitled to such legal or equitable damages or relief as may be available to enforce his rights hereunder; and the Consultant shall be obligated to reimburse the Company for all such compensation and benefits if it is finally determined that he was not entitled thereto. If such termination is determined to be improper, the Company agrees to pay to the Consultant all of his attorney's fees and expenses arising from such dispute.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's ’s employment, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this AgreementAgreement in connection with any termination of his employment which occurs with respect to the Change of Control or within three (3) months of the occurrence of the Change of Control; provided that for any termination of his employment occurring on or after the three (3)-month anniversary of the Change of Control, the Executive shall be entitled to such compensation as is provided in this Section 5.5. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's ’s employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's ’s customary payroll practices, including without limitation any payments of Incentive Compensation; provided, however, that the Executive’s Salary and vacation accrued through the date termination is effective shall be paid in accordance with California law. For purposes of this Section 5.5, the Executive's ’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's ’s estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's ’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employmentthis Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement")6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of (i) all claims the Executive may have against the Employer or Craftmade, or any of its affiliates affiliates, arising from the Executive's employment with out of or pursuant to this Agreement and (ii) all claims the Employer or Craftmade may have against the termination thereof in a form reasonably satisfactory Executive arising out of or pursuant to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive CompensationAgreement. For purposes of this Section 5.56.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(a) Termination by the Executive for Good Reason or Termination by the Employer Without Cause. If the Executive terminates this Agreement for Good Reason or if Employer terminates this Agreement without Cause, the Employer will pay the Executive (i) the Executive's Salary for the remainder, if any, of the Initial Term, or the First Additional Term or the Second Additional Term, as applicable, (ii) the value of any accrued but unpaid or unused vacation or sick leave for the calendar year and (iii) that portion of the Executive's Bonus, if any, for the Fiscal Year during which the termination is effective, prorated through the date of termination.
(b) Termination by the Employer for Cause or Termination by the Executive Without Good Reason. If the Employer terminates this Agreement for Cause or if the Executive terminates this Agreement for other than Good Reason, the Executive will be entitled to receive his Salary only through the date such termination is effective, but will not be entitled to any Bonus for the Fiscal Year during which such termination occurs or any subsequent Fiscal Year.
Appears in 1 contract
Termination Pay. Effective upon the expiration or termination of the Executive's employmentthis Agreement, the Employer Company will be obligated to pay the Executive Employee (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation6.5. For purposes of this Section 5.5, 6.5 the ExecutiveEmployee's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive Employee may designate by notice to the Employer Company from time to time or, if the Executive Employee fails to give notice to the Employer Company of such a beneficiary, the ExecutiveEmployee's estate. Notwithstanding the preceding sentence, the Employer Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the ExecutiveEmployee, to determine whether any beneficiary designated by the Executive Employee is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity Person purporting to act as the ExecutiveEmployee's personal representative (or the trustee of a trust established by the ExecutiveEmployee) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(a) Termination by the Employee for Good Reason or by the Company without Cause. If the Employee terminates this Agreement for Good Reason, or if the Company terminates this Agreement other than for Cause (but not because of the Disability or death of the Employee), or if the Company notifies the Employee in accordance with Section 2.2 that this Agreement will not be renewed as of an applicable expiration date, the Company will pay the Employee (i) the Employee's Salary for the remainder, if any, of the calendar month in which such termination is effective and for twenty-four consecutive calendar months thereafter, (ii) the amount of the Employee's targeted incentive compensation for the year during which the termination is effective (prorated for the period from the beginning of the year until the effective date of termination), and (iii) the sum of two times the amount of the Employee's targeted incentive compensation for the year in which the termination was effective (such amount to be determined as if the Employee had been employed for the entire year and not prorated as described in clause (ii) above), payable in equal monthly installments over the Post-Employment Period. Notwithstanding the preceding sentence, if the Employee obtains other employment prior to the end of the twenty-four months following the month in which the termination or expiration is effective, he must promptly give notice thereof to the Company, and the payments under this Agreement for any period after the Employee obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Employee from the Employee's other employment for services performed during such period.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employmentthis Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation6.5. For purposes of this Section 5.56.5, the Executive's ’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's ’s estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's ’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee. {A0004566.DOC}
(A) Termination by Employer for Other Than Cause or Termination by Executive for Good Reason. If the Employer terminates Executive’s employment prior to the end of the Employment Period (other than for Cause, disability or death), or if Executive terminates his employment hereunder for Good Reason, Employer will pay Executive (i) Executive’s Salary for the remainder, if any, of the Employment Period, and (ii) Executive’s Incentive Compensation, if any, for the calendar year during which the termination is effective. Notwithstanding the preceding sentence, if Executive obtains other employment prior to the end of the six months following the month in which the termination is effective, he must promptly give notice thereof to Employer, and the Salary and Incentive Compensation payments under this Agreement for any period after Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by Executive from Executive’s other employment for services performed during such period.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's ’s employment, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's ’s employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's ’s customary payroll practices, including without limitation any payments of Incentive Compensation; provided, however that Executive’s Salary and vacation accrued through the date termination is effective shall be paid in accordance with California law. For purposes of this Section 5.5, the Executive's ’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's ’s estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's ’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
Appears in 1 contract
Termination Pay. (a) Effective upon the termination of the Executive's employment, the Employer Company will be obligated to pay the Executive (or, in the event of his Executive's death, his the Executive's designated beneficiary as defined below) only such compensation as is provided in this Section 5.513, orexcept to the extent otherwise provided for in any Company stock incentive, if applicablestock option or cash award plan (including, as provided in among others, the Change of Control Agreement which is being entered into concurrently herewith between the Executive Plan and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition award agreements applicable to the Executive receiving any unvested pay or benefits under this Stock Options and Restricted Stock Unit awards granted pursuant to Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. 7.) For purposes of this Section 5.513, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer Company from time to time or, if the Executive fails to give notice to the Employer Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee
(b) Termination by Executive with Good Reason or by Company without Cause. If prior to expiration of the Term, Executive terminates his employment with Good Reason, or if the Company terminates Executive's employment other than for Cause and other than for death or Disability, Executive will be entitled to receive:
(i) (A) all Annual Base Salary earned and duly payable for periods ending on or prior to the Date of Termination, but unpaid as of the Date of Termination and all accrued but unused vacation days at his per-business-day rate of Annual Base Salary in effect as of the Date of Termination, which amounts shall be paid in cash in a lump sum no later than ten (10) business days following the Date of Termination; (B) all reasonable expenses incurred by Executive through the Date of Termination which are reimbursable in accordance with Section 10 of this Agreement, which amount shall be paid in cash within 30 calendar days after the submission by Executive of receipts; and (C) all Bonuses earned and duly payable for periods ending on or prior to the Date of Termination but unpaid as of the Date of Termination, which amounts shall be paid in cash in a lump sum no later than 60 calendar days following the Date of Termination (such amounts in clauses (A), (B) and (C) together, the “Accrued Obligations”).
(ii) If Executive signs and delivers to the Company and does not (within the applicable revocation period) revoke the Release (as defined in Section 13(g)), within 60 calendar days following the Date of Termination, Executive shall also be entitled to receive the following payments and benefits in consideration for Executive abiding by the obligations set forth in Sections 15, 16 and 17 of this Agreement:
(A) an amount equal to two and one-half (2.5) times the sum of Executive's (x) Annual Base Salary and (y) Target Bonus granted for the calendar year in which the Date of Termination occurs, which amount shall (subject to Section 34) be paid in substantially equal installments in accordance with the Company's normal payroll practices in effect from time to time commencing with the first payroll date more than 60 calendar days following the Date of Termination and ending twenty-four (24) months and sixty (60) days following the Date of Termination; provided that, if a Change of Control occurs during the twenty-four (24)-month period after the Date of Termination (or is deemed pursuant to Section 1(o) hereof to have occurred immediately after such Date of Termination) and such Change of Control qualifies either as a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, any amounts remaining payable to Executive hereunder shall be paid in a single lump sum immediately upon such Change of Control;
(B) a Pro-Rata Bonus payable at the time bonuses granted for the year in which the Date of Termination occurs are paid to other senior executives of the Company;
(C) a lump sum payment (in an amount net of any taxes deducted and other required withholdings) equal to 24 times the monthly cost, at the of Termination,, for Executive to receive continued coverage under COBRA for health, dental and vision benefits then being provided for Executive at the Company's cost at the of Termination. This amount will be paid on the next payroll date immediately following the 30 calendar day anniversary of the Date of Termination and will not take into account future increases in costs during the applicable time period; and
(D) vesting of equity awards and long term incentives, including, without limitation, the long-term incentive awards described in Section 7, held by Executive on the Date of Termination, as provided in the applicable award agreement and plan.
(c) The Executive shall not be required to mitigate the amount of any payments provided in Section 13, by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 13 be reduced by any compensation earned by Executive as a result of employment by another company or business, or by profits earned by Employee from any other source at any time before or after the Date of Termination.
(d) Termination by Executive without Good Reason or by Company for Cause. If prior to the expiration of the Term, Executive Voluntarily terminates Executive's employment without Good Reason or if the Company terminates this Agreement for Cause, Executive will be entitled to receive Accrued Obligations at the times set forth in Sections 13(b)(i)(A), (B) and (C), respectively, and Executive shall be entitled to no other compensation, bonus, payments or benefits except as expressly provided in this paragraph or paragraph (f) below.
Appears in 1 contract
Samples: Employment Agreement (Charter Communications, Inc. /Mo/)
Termination Pay. Effective upon the termination of the Executive's employmentthis Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is 3 Initials _________ ________ Executive Employer provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. For purposes of this Section 5.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(a) Termination by the Executive for Good Reason or by the Employer without Cause. If the Executive terminates this Agreement for good reason, or if the Employer terminates the Employee without Cause, the Employer will pay the Executive (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and for six consecutive calendar months thereafter, and (ii) that portion of the Executive's Incentive Compensation, if any, for the Fiscal Year during which the termination is effective, prorated through the date of termination.
Appears in 1 contract
Samples: Employment Agreement (Innovative Software Technologies Inc)
Termination Pay. Effective upon the termination of the Executive's employment, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. For purposes of this Section 5.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employment, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in Section 3(iii) and this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. For purposes of this Section 5.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employmentthis --------------- Agreement, the Employer Company will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"5(b), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control AgreementCompany and Xxxxxxx Inns, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation. Inc. For purposes of this Section 5.55(b), the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer Company from time to time or, if the Executive fails to give notice to the Employer Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(i) Termination by Executive for Purpose of Performing Consulting ------------------------------------------------------------- Services. If Executive terminates this Agreement during the first -------- twelve months of the Term of Employment in order to perform consulting services for Xxxxxxx Inns, Inc., he shall be entitled to receive his Base Salary and any accrued bonus amounts through the date of the termination of his employment hereunder but shall be entitled to no further payments or benefits hereunder.
(ii) Termination by the Executive for Good Reason or by the ------------------------------------------------------ Company without Cause. If the Executive terminates this Agreement ---------------------- for good reason or the Company terminates this Agreement without cause at any time during the Term of Employment, including the Company's giving notice of nonrenewal of the Term of Employment by as contemplated by Section 2 above, Xxxxxxx Inns, Inc. will pay the Executive an amount equal to (a) one and one-half times Executive's then Base Salary, plus (b) the aggregate amount of the bonuses received by Executive during the one and one-half year period ending with the date notice of termination is given. Such amount shall be paid to Executive in monthly installments over a period of eighteen months from the effective date of termination of employment and Xxxxxxx Inns, Inc.'s obligations with respect thereto shall be conditioned on Executive's compliance with his post-termination obligations, covenants and commitments hereunder. In addition, the Company shall continue Executive's health care coverage for a period of eighteen months following the effective date of termination of Executive's employment, also subject to his continued compliance with this Agreement.
Appears in 1 contract
Termination Pay. Effective upon the termination of the Executive's employmentthis Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement which is being entered into concurrently herewith between the Executive and the Employer (the "Change in Control Agreement"), and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the Employer. Except as set forth herein, all amounts to be paid under this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation6.5. For purposes of this Section 5.56.5, the Executive's ’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's ’s estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's ’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee. {A0004547.DOC}
(A) Termination by Employer for Other Than Cause or Termination by Executive for Good Reason. If the Employer terminates Executive’s employment prior to the end of the Employment Period (other than for Cause, disability or death), or if Executive terminates his employment hereunder for Good Reason, Employer will pay Executive (i) Executive’s Salary for the remainder, if any, of the Employment Period, and (ii) Executive’s Incentive Compensation, if any, for the calendar year during which the termination is effective. Notwithstanding the preceding sentence, if Executive obtains other employment prior to the end of the six months following the month in which the termination is effective, he must promptly give notice thereof to Employer, and the Salary and Incentive Compensation payments under this Agreement for any period after Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by Executive from Executive’s other employment for services performed during such period.
Appears in 1 contract
