Termination Payments and Benefits. If during a Change in Control Period, as defined in Section 8, the Employment Period of the Executive shall terminate other than by reason of a Nonqualifying Termination, as defined in Section 8, then the Company shall pay or provide to the Executive (or his executor, administrator or other legal representative, as the case may be) within 30 days following the Termination Date, as compensation for services rendered to the Company and in lieu of any severance amounts which otherwise would be payable to the Executive, the following amounts:
(i) the Company shall pay to the Executive a lump sum cash amount equal to the sum of (A) the Executive's Base Compensation, accrued vacation pay and reimbursable expenses incurred through the Termination Date, in each case to the extent not theretofore paid, (B) the Executive's annual bonus in an amount equal to the annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus payable to the Executive by the Company for the fiscal year in which the Termination Date occurs (determined at the higher of the target or actual level of performance for such year), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs prior to the Termination Date and the denominator of which is 365 or 366, as applicable, (C) three times the Executive's highest annual rate of Base Compensation during the three full fiscal years prior to the Termination Date, (D) three times the greater of (I) the Executive's highest annual bonus payable during the three full fiscal years prior to the Termination Date and (II) the target bonus payable for the year in which the Termination Date occurs and (E) all accruals under the Zenith Electronics Corporation Supplemental Salaried Profit Sharing Retirement Plan; (ii) for a period of three years commencing on the Termination Date, or until such earlier date on which the Executive becomes covered under similar plans maintained by a subsequent employer, the Company shall continue to provide the Executive and his dependents with coverage, or shall provide substantially equivalent coverage, under all welfare benefit plans or arrangements (including group medical and dental, health and accident, long-term disability, short-term disability, group life insurance and executive insurance programs) with the same level of coverage, upon the ...
Termination Payments and Benefits. Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.
(a) If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive terminates employment with the Company within twelve (12) months following the occurrence of a Change in Control, provided that within such period, (a) either Executive’s job duties have been materially and permanently diminished or the Executive’s compensation has been materially decreased and (b) Executive provides written notice to the Company within ninety (90) days of the occurrence of an aforementioned event and the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, then, in the case of either (i) or (ii) above, the Company will provide the Executive with separation payments of twelve (12) months base salary at Executive’s base salary rate at the time of Executive’s termination or if greater, the Executive’s base rate in effect on the Change of Control Date; to be paid in twenty-six (26) regular bi-weekly pay periods beginning on the first pay period occurring after the sixtieth (60th) day following the Executive’s termination, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period.
(b) For a period of twelve (12) months from the Executive’s separation from service, the Company will pay to the Executive an amount, minus all applicable taxes and withholdings, equal to the full monthly cost (including any portion of the cost previously paid by the employee) to provide the same level of group health benefits maintained by Executive as of Executive’s separation from service, provided the Executive executes and does not subsequently revoke the Separation and General Release Agreement referenced below within such sixty (60) day period.
(c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following events:
Termination Payments and Benefits. If, during the Employment Term, the Executive's employment hereunder is terminated by the Company without Cause (and other than by reason of the Executive's death or Disability), or the Executive terminates his employment for Good Reason, subject to (i) the Executive execution and non-revocation of a release of claims against the Company, substantially in the form attached hereto as EXHIBIT B attached hereto, (ii) the terms of Section 14 and (iii) the Executive's continued compliance with the covenants of Sections 12 and 13, during the Payment Period, then in such case the Company shall be obligated to pay to the Executive such payments and make available to the Executive such benefits as are set forth in this Section 10 during the Payment Period.
Termination Payments and Benefits. If the Executive's employment hereunder is terminated by the Executive by Permitted Resignation or by the Company other than for Cause, prior to the end of the term of this Agreement, then the Company shall be obligated to pay to the Executive certain termination payments and make available certain benefits as follows:
Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 of this Agreement and Employee’s compliance with her obligations under this Agreement and the Non-Compete Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits:
a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date.
b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date.
c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date.
d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date.
e. Pursuant to Section 3(e) of the Non-Compete Agreement, full vesting as of the Separation Date of all stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B attached hereto.
f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C attached hereto. The payments provided under this Section 3 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms an...
Termination Payments and Benefits. Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits. If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive terminates employment with the Company within twelve (12) months following the occurrence of a Change in Control, provided that within such period, either Executive’s job duties have been materially and permanently diminished or the Executive’s compensation has been materially decreased, then, in the case of either (i) or (ii) above, the Company will provide the Executive with separation payments of twelve (12) months base salary at Executive’s base salary rate at the time of Executive’s termination or if greater, the Executive’s base rate in effect on the Change of Control Date; to be paid in twenty-six (26) regular bi-weekly pay periods beginning on the first pay period following the termination of the Executive and Executive’s execution of the Separation and General Release Agreement referenced below.
Termination Payments and Benefits. Section 8.1 Upon Death, By the Bank with Cause, or By Executive Without Good Reason. Upon any termination of this Agreement either (i) by Executive without Good Reason (as defined in Section 8.2), (ii) by the Bank with Cause (as defined in Section 8.2), or (iii) because of Executive’s death, all payments, salary and other benefits hereunder shall cease at the effective date of termination. Notwithstanding the foregoing, Executive shall be entitled to receive from the Bank all salary and/or board fees earned or accrued through the date Executive’s employment is terminated, (b) reimbursement for any and all monies advanced in connection with Executive’s services for reasonable and necessary expenses incurred by Executive through the date Executive’s employment is terminated, and (c) all other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Bank, including any earned and accrued, but unused paid time off pursuant to Bank policies (collectively, “Accrued Benefits”). Notwithstanding the preceding, if Executive terminates employment from the Bank without Good Reason (including due to death or disability) at any time during the period beginning on the first anniversary of the Effective Date and ending before the occurrence of a Change in Control, and as long as the Executive does not violate the provisions of Section 9 hereof, in addition to the Accrued Benefits, the Bank will pay to Executive (or the Executive’s beneficiary or estate) a payment (“Longevity Severance”) in an amount equal to the product of
Termination Payments and Benefits. If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause, by reason of the Executive’s death or Disability, or the Executive terminates his employment for Good Reason, subject to (i) the Executive’s execution and non-revocation of a release of claims against the Company within 60 days following the date of the Executive’s termination of employment, in the form attached hereto as Exhibit B, (ii) the terms of Section 14 and (iii) the Executive’s continued compliance with the covenants of Sections 12 and 13 (collectively, the “Restrictive Covenants”) as set forth in Section 10(f), the Company shall pay to the Executive such payments and make available to the Executive such benefits as are set forth in this Section 10. In addition, upon any termination of employment, the Executive shall be entitled to the payments and benefits and entitlements as are described in Section 10(e).
Termination Payments and Benefits. If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause (which shall, for all purposes of this Agreement, including Exhibits A, B and C, and any other related definitive document, include a termination of the Executive’s employment upon conclusion of the Employment Term after the Company’s giving the Executive a notice of non-renewal of the Employment Term), by reason of the Executive’s death or Disability, or the Executive terminates his employment for Good Reason, subject to (i) the Executive’s execution and non-revocation of a release of claims against the Company within 60 days following the date of the Executive’s termination of employment, in the form attached hereto as Exhibit E, (ii) the terms of Section 14 and (iii) the Executive’s continued compliance with the covenants of in Sections 12 and 13 (collectively, the “Restrictive Covenants”) as set forth in Section 10(j), the Company shall pay to the Executive such payments and make available to the Executive such benefits and entitlements as are described in this Section 10. In addition, upon any termination of employment, the Executive shall be entitled to the payments, benefits and entitlements as are described in Section 10(i).
Termination Payments and Benefits. If the Executive's employment hereunder is involuntarily terminated by the Company (including any deemed involuntary termination pursuant to Section 8(a)) other than for Cause (as defined herein) prior to the end of the term of this Agreement as in effect from time to time, then the Company shall, subject to subsection 9(a) hereof, be obligated to pay to the Executive an amount equal to the product of (i) the greater of (A) the Executive's annual base salary in effect on the day preceding the date of such termination or (B) the Executive's annual base salary during the twelve full calendar months preceding the date of such termination, times (ii) three (3) (such amount hereinafter referred to as the "Termination Payment Amount").
(a) Condition Precedent to Company's Payment Obligation (Release of Claims). The Company's obligation to pay the Termination Payment Amount or any portion thereof shall be conditioned upon the Executive executing and delivering to the Company a mutual release agreement substantially in the form of Exhibit C hereto (the "Release Agreement"). The Company shall be deemed for all purposes to have executed and delivered the Release Agreement to the Executive immediately upon the Company's receipt of the Release Agreement duly executed by the Executive. In addition, the Company shall have no obligation to make any payment of the Termination Payment Amount if the Executive shall be in default of his obligations under Section 11 hereof.
